The URL can be used to link to this page

98-295Council File # �{ -�, S Presented By Referred To Green Sheet # 0 � - t RESOLUTION CITY OF SAINT PAUL, MINNESOTA 2� Committee: Date I W1i�1Z�AS, Conlinculal Cablcvision of St. I'aui, inc. (CCSI') hulds a franci�ise ta provide cable service iu the 2 City of Saint Paul, wluch franchise was issued on November 10, 1983 (the "Appendix H" franchise); and 3'WHEREAS, CCSP is owned by MEDIAONE, which in turn is owned by USWEST (collectively refened to 4 herein as the "MediaOne Parties:); and 5 WHEREAS, USWEST also owns or controis certain companies that provide telecommunications services; 6 and 7 WHEREAS, on March 11, 1998, US WEST filed with the City a request and form asking for approval of a 8 certain transaction that would result in the separation of those telecommunications companies and certain other 9 businesses into an independent company, which new company (hereinafter "NEW USWEST"} would haue the 10 right to use the name "U.S, West, Inc." (the Transaction"); and 11 WHEREAS, USWBST would, after the Transaction, continue to control MEDIAONE and CCSP, and 12 iISWEST would be renamed "MediaOne Group, Inc."; and 13 WHEREAS, from and after the consummation of the Transaction, NEW USWEST and the MediaOne Parties l4 would have no relationship with one another, other than as required to allocate certain obligations and assets 15 azising prior to the separation; and 16 WHEREAS, the City has determined that, it would not be in the public intetest to approve the transaction 17 unless approval of the Transaction satisfies certain conditions, including resolution of issues related to the 18 expiration of the initial franchise held by CCSP, and the MediaOne Parties aze willing to agree to such 19 conditions; 20 NOW, THEREFORE, BE IT RESOLVED, that the Transaction is approved subject to each and every one of 21 tkze conditions specified in the Agreement dated Aprii 15, 1998 and attached hereto; and °1 Y -aqs 1 RESOLVED, that if any of the conditions are not satisfied, the request for approvai shall be deemed denied as 2 of the effective date of this Resolurion, now therefore be it 3 RESOLVED, that the Mayor and the Director of Financial Services aze hereby authorized to execute the 4 Agreement dated April 15, 1998. rr �� Yeas �� Navs I� Absent �� Benanav �� ✓ �� Blakey ��_�� - �ostrom �� ✓ �� C ol eman �� ✓ �� ) Harris �� Lantrv �� ✓�� Reiter �� ✓�� I �==== ------- ====� i '== [ __��_ � Adopted by Council: Date �aa Re9�ested by Department of: 1 �nl:,�'�h�l�I. C1 IV, ('9,i�!`,r.l By: Form Appro d by C%torney By: / Adoption Certified by Council Secretary By �, sy 9 �r -aq,s GREEN SHEET Holly Hansen 15, 1998 uureoe wrt •�-�...:...* TOTAL # OF SIGNATURE PAGES oau�,�rnnxTart No 60875 � uu�v�noarv ❑ a�rttuu _ ❑ nuxaa�.arm�ccsort ❑ n�uew.aeavc�ecro ❑r�vortroRwsasn�xq ❑ (CL1P ALL LOCATIONS FOR SIGNATURE) Requesting trans£er o£ control of the cable television franchise from US West, Inc. ta US W@st, Inc. (to be renamed MediaOne Group, Inc.) PLANNING COMMISSION CIB COMMITfEE CNIL SERVICE COMMISSION t50NAL SERVICE CONTRACfS MUST ANSWER THE FOLLOWING Q Has this personffim ewer rwked urMer a conhad for this depertment7 vES nio Fias thie pcvsoNfirm ever heen a city employee? vES ra Does this Per�rtn Poaeeas a sldN not nama��YP� bY �Y curteM ciFf emPbYce? YES NO Is Mis peieonrfirm a tarpetetl vendoY7 ' YES NO On March 11, 1998, US West filed a request with the City to approve a transaction which would separate its cable holdings and other telecommunications holdings into two separate companies This transaction would eliminate cross-ownership issues which currently prohibit US West from retaining ownership of Continental Cablevision of St. Paul, Inc. The Yransaction will be allowed to go forward. IFAPPROVED NOnQ The transaction would not include the City of Saint Paul leaving the cable franchise ownership in a state of limbo, which would adverselv affect subscribers. COET�REVENUEBUDRE[ED(CiRCIEONq ACTNITY NUMBER 266-8875 rES e+o MFORMATION (E%PLAIM q�r-aqs AGREEMENT DATED APRIL 15, 1998 THE CITY OF ST. PAUL, MINNESOTA ("CITY"), COI3TTNENTAL CABLEVISION OF ST. PAUL, INC. ("CCSP"), MEDIAONE OF DELAWARE, INC. ("MEDIAONE") AND US WEST, INC. (USWEST), DO HEREBY AGREE AS FOLLOWS: WI�REAS, CCSP holds a franchise to provide cable setvice in the City, which franchise was issued on November 10, 1983 (the "Appendix H" franchise); and WI�REAS, that Appendix H franchise is subject to and has been amended by that certain Settlement Agreement dated September 15, 1992, and that certain Transfer and Modification Agreement dated November 13, 1996, and CCSP has agreed to the terms of a renewal franchise (the "Renewal Franchise") pursuant to that certain agreement dated Mazch 25, 1998, all of which are subject further to Chapter 430 of the 5t. Paul Legislative Code (collectively refened to as the "Franchise Documents"), and subject further to that certain Conective Pian Agreement and Corrective Plan, dated December 22, 1997, which agreement and plan are amended by the Renewai Franchise, and such amendments to the Pranchise Documents as may be made pursuant to that Corrective Plan Agreement (collectively, the agreement and plan including the amendments thereto, once effective, and Franchise Document amendments related thereto are refened to as the "Corrective Plan"); and WHEREAS, CCSP is owned by MEDIAONE, which in hun is owned by US WEST (collectively referred to herein as the "MediaOne Parties"); and WI�REAS, USWE5T also owns ar controls certain companies ttiat provide telecommunications services; and WHEREAS, on Mazch I 1, 1998, USWEST filed with the City a request and form (which form, along with all documents provided in connection therewith or in response to requests for information from the City with respect to the Transaction, are referred to below as the "Application"), asking for approval of a certain transaction that would result in the separation of those telecommunications companies and certain other businesses into an independent company, which new company (hereinafter "NEW U S WEST") would have the right to use the name "U.S. West, Inc." (the "Transaction"); and WHEREAS, USVJEST would, after the Transacfion, continue to control MEDIAONE and CCSP, and USWEST would be renamed "MediaOne Group, Inc."; and WHEREAS, from and after the consummation of the Transaction (the "Transaction Date"), NEW USWEST and the MediaOne Parties would have no relationship with one another, other than as required to allocate certain obligations and assets arising prior to the separation; and q � •aqs VJF�REAS, the City has deterniined that, it would not be in the public interest to approve the transaction unless approval of the Transaction satisfies certain conditions, including resolution of issues related to the expiration of the nutial franchise held by CCSP, and the MediaOne Parties aze willing to agree to such conditions; NOW TI�REFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL CONSENTS SET FORTH HEREIN, TI� PARTIES AGREE AS FOLLOWS: Section 1. t�ssumption of Franchise Obli�ations• General Re�presentations and Wananties. 11 Acce�tance - CCSP hereby continues to accept, acknowledge, and agree to be bound by a11 of the commitrnents, duties and obligations, present, continuing and future (a) of CCSP as set forth in the Franchise Documents; and (b) of CCSP as set forth in the Corrective Plan. 1.2 Assumption of Obli ations - CCSP a�ees that as between itself and the City neither the Transaction nor the City's approval of the Transaction shall in any respect relieve it of responsibility for past acts or omissions, known or unknown; and CCSP hereby re�rms that it shall be liable for and accepts the consequences of, any such acts and omissions, known and uiiln�own, inciuding liability for any and ail previously accrued but mifidfilled obligations to the City under the Franchise Documents, the Conecrive Pian and applicabie law, for ali purposes. 13 Conflicting Provisions Disallowed - The City, by its approval of this Transaction, is not approving or endorsing the terms of any document related to the Transaction. Without limiting the foregoing, to the extent there is a conflict beiween (1) the terms and conditions of this Agreement, the Franchise Documents, or the Corrective Plan; and (2) any contract (other than a contract with the City) related to the Transaction, or any contract that may affect St. Paul as a result of the Transaction, the MediaOne Parties agree that the terms of the latter sha11 be expressly subordinate to the terms and conditions of the former. 1.4 City's Reliance Upon Companies' Representations - The MediaOne Paxties acknowledge and agree that the City's consent to the Transaction is made in reliance upon the representations, documents, and informafion provided by the MediaOne Parties in connection with the Application; each of the MediaOne Parties is liable for its representations and warranties and jointly and severally liable for joint representations and wananties; and that the representations and warranties include, without limitation the following: 1.4.1 CCSP is the lessee of properiy at the Union Depot. The MediaOne Parties represent and wanant that the Transaction will not affect CCSP's continuation as lessee at the Union Depot or control of all assets related thereto. The Transaction does not require the prior approval of the landlord of the Union Depot so that consLimmation of the Transaction will not in any respect affect the lease or leases for the Union Depot including any lease for any 2 ol;'•�9S properry in that building occupied by Cable Access St. Paul, Inc., d!b/a St. Paul Neighborhood Network; 1.4.2 The MediaOne Parties represent and warrant that they understand that, in approving this Transaction, St. Paul is only agreeing to approve the Transaction set forth in the Attachment A; the City is not agreeing to approve any other or future h whether contempiated in connection with the Transaction or not, and any agreement or option that would permit a trausfer to occut without the approval of the Ciry is disallowed. 1.43 The MediaOne Parties represent and warrant that the Transacflon will not in any respect reduce the level of customer service for St. Paul, either by reducing the number of customer service representatives, tecluucians or technical managers serving St. Paul, or by consolidating the St. Paul customer service operations with other customer service operations. Notwithstanding the above, if CCSP does consolidate its customer service operations, it shall ensure that at least seventeen (1'� percent of its work force is located within the City of St. Paul. 1.4.4 The MediaOne Parties represent and warrant that there will not be an increase in subscriber rates, as a result of any cost associated with compliance with the Conective Plan, including costs associated with the amendments to the Corrective Plan provided for urider the Renewal Franchise. The MediaOne Parties further agree that any costs associated with complying with this Transfer Agreement are not external costs. The MediaOne Parties fiu stipulate that for purposes of any rate proceeding, the Transaction does 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 Transaction. 1.4.5 Each of the MediaOne Parties each hereby represent and warrant that as to it: (a) the execution and delivery of this Agreement does not contravene, result in a breach of, or consiitute a default under, any contract or agreement to which it is a party ar by which it or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time ar the giving of notice or both), and does not violate or contravene any law, order, decree, rule, regulation or restriction to which it is subject; (b) each of the MediaOne Parties is duly organized, legally existing and in good standing under the laws of the states of their respective organization; (c) the terms of this Agreement which apply to it constitute legal, valid and binding obligafions of it, enforceable in accordance with such terms; and (d) the execution and delivery of, and performance under, this Agreement is within its respective power and authority without the joinder or consent of any other pariy and have been duly authorized by all requisite action and aze not in contravention of its respective charters, bylaws, or other organizational documents, or of any indenture, agreement or undertaking to which it is a party or by which its is bound. Section 2. Promise of MediaQne Parties With Respect to Guarantee. Each of the MediaOne Parties agrees that, from and after the consuimnation of the asr��qs Transaction, it will not take any action inconsistent with the promises contained in the Franchise Documents, or the Corrective Plan. USWEST agrees that it sha11 continue to guarantee the performance of CCSP. USWEST agrees that, prior to the Transaction Date, it shall deliver an unconditional coufirmation of its guarantee, so that it is cleaz that the guarantee will be binding upon USWEST after any name change. Section 3. Promise of the MediaOne Parties With Respect to Documents. The MediaOne Parties agree thax they will obtain control of and retain at an accessible location al1 documents related to the cable system, including all documents that show or record revenues derived from the operafion of the cable system in the City; no such documents will be retained by or transferred to the NEW U S WEST or any affiliate thereof, without the express written pernussion of the City, which permission need not be granted unless the City obtains agreements satisfactory to it that ensure that the City will have access to the documents at the St. Paul City Hail within 30 days of a request therefor for inspection and copying. Section 4. Na Waiver. By its consent to the Transacfion and execution of this Agreement, the City waives none of its rights or prospective rights with respect to CCSP's compliance with the terms, conditions, requirements and obligations set forth in the Franchise Documents or the Conective Plan), or CCSP's obiigations with respect to the same. Section 5. Conditions U�on Consent 5.1 Reimbursement - CCSP agrees to pay the Ciry $20,000 in conjunction with City's review of the Transacflon to cover the costs of the Ciry in connection with that review. The payment shall be due 10 days after the passage of a City ord'mance or resolution that provides for approval of the Transaction. 5.2 Conditions That Must Be Satisfied - The MediaOne Parties agree that the approvai granted by the City shall not become effective unless each of the following conditions is satisfied. If the conditions are not sarisfied, the MediaOne Parties agree that the Transaction request shall be deemed properly and timely denied prior to Transaction Date. 5.21. Prior to the Transaction Date, CCSP must have signed an unconditional acceptance of all of the Franchise Documents, and al1 of the Franchise Documents (other than the Appendix H franchise which will have been renewed and replaced), must be in full force and effect; 5.2.2. Prior to the Transaction Date, a11 payments required under this Agreement, and ali guarantees required must have been delivered and accepted by the City. 5.23. Prior to the Transaction Date, all required insurance, bonds and letters of credit must have been abtained and proof of the sazne must be provided to the City. 0 °ltr-�9s 5.3 Obli�ations not Franchise Fees - The MediaOne Parties agree that none of the costs it must incur, or payments that it must make under this Agreement constitute franchise fees, and instead fall withiu one or more of the exceptions set out in 47 U.S.C_ §542(g)(2), and each of the MediaOne Parties further agrees it wi11 not raise any claim or defense to the contrary, in any forum. Without iimiting the materiality of any other provision, is agreed that the City would not have approved the Transacfion without this provision. Secrion 6. Effect of Failure to Com�l�with this A,greement. The City may exercise any remedy that it has available to it at law or at equity, ar under the Franchise Documents or Conective Plan against any or all of the MediaOne Parties that breach this Agreement in any respect. In addition, without limiting the foregoing, if the MediaOne Parties fail to comply with any requirement of this Agreement that requires aclion or prohibits a certain acfion after the Transaction Date, the parties agree that the City may declare the City's approval of the Transaction void (in which case the obligations of the parties shall be as if the Transaction never occurred); or may terminate the cable franchise held for the City by any of the MediaOne Parties. If any of the representations or warranties is false or misleading, the City may, at its option, revoke any approval of the Transaction which denial the parties agree shall be deemed fimely, and in which case the obligations of the parties sha11 be as if the Transaction never occurred; or may terminate the cable franchise held for the City by any of the MediaOne Parties. Section 7. Indemnitv. Each of the MediaOne Parties agrees to indemnify and hold the City hannless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys' fees) incurred as a result of any representation or warranty made by such party which proves to be untrue or inaccurate in any respect; or arising out of any litigation in connection with the Transaction, or arising out of any litigation resulting from termination of the proposed transfer to certain entities owed or controlied by Charter Communications, Inc.. Section 8. Sunset. In the event the Transaction Date has not occurred on or before July 31, 1998, or closes on terms that aze in any material respect different from the terms disclosed to the City in writing in the Application, then any City consent to the Transaction shall be deemed revoked, and the Transaction tunely denied. Section 9. Waiver of Claims. The MediaOne Parties hereby waive any and all claims that they may have that any denial of the Application that results from Sections 1-8 fails to satisfy the deadlines established by applicable law including, without limitation, claims based on, arising out of, or relating to section 617(e) of the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, 106 Stat. 1460 (1992), as amended by the renewal and replacement franchise, and agree that they shali be deemed to have agreed to an extension of the time to act on the Application as required to make any denial effective. q� -� 9S ection 10. Miscellaneous Provisions. 10.1 Acceptance of Agreement - By signing this Agreement, (i) each of the MediaOne Parties accept, and agree to comply with, each provision hereof that applies to it; (ii) the MediaOne Parties acknowledge and accept the City's right to consent to the Transaction, and to enter into this Agreement; (iii) each of the MediaOne Parties agrees that it will not, directly or indirectly, oppose intervention by the City in any proceeding affecting the System except where interveniion is prohibited by law; and (iv) each of the MediaOne Parties agrees that the approval of the Transaction was granted pursuant to processes and procedures consistent with Appl3cable Law, and that it will not raise, and hereby espressly waives, all claims to the contrary. 10.2 Representations Warranties Material - Any representations and warranties made in this Agreement are material. It is a material breach of this Agreement if any representation or warranty proves to be untrue, inaccurate or incomplete in any material respects. 10.3 Binding Ayreement - This Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, hustees, successors and assigns, and the promises and obligations herein sha11 survive the effective date hereof. 10.4 Govemin,g Law - This Agreement shall be governed in all respects by the law of the State of Minnesota. 10.5 Draftin - This Agreement is the product of common negotiations among the parties and shail not be construed against any party on any grounds related to drafting, revision, review, or recommendarion by any agent or representative of any party. 10.6 Time of the Essence - Tn determining whether a party has complied with this Agreement, the parties agree that time is of the essence. 10.7 Unaffected Riehts - This Agreement should not be construed to affect any rights the US WEST Parties ar NEW U S WEST may othenuise have with respect to each other, or any other entity. 10.8 Counter�arts - 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 ali who signed it without production of, or accounting for, any other counterpart, and all separate counterparts sha11 constitute the same agreement. �lF•� 10.9 Captions - The captions and headings of this Agreement aze for convenience and reference purposes only, and shall not affect in any way the meaning and interpretafion of any provisions of this Agreement. FOR TFIE CITY OF ST. PAUL / / ;, /1-� $Y , ;�� ,. T` Mayor � v, � � '� j By Date , i �� Director of Financial Services L�- �j'�(� FOR U S WEST, INC. By Its Date FOR CONTINENTAL CABLEVISION OF ST. PAUL, INC. : Its Date FOR MEDIAONE OF DELAWARE, INC. I: Its Date G:AUSERS�FIANSEN�CONTL\TRANSFERIAGMT4159.DOC �� CORPORATE GUARANTY OF W � � U S «'EST, INC. �� i � �', RE�'AMED MEDTAONE GROUP,INC. � � �'�' �'� ("Guaranty") is executed as of ��•�� Z� ,� 8, by U S D �"�` °�� i` One Group, Ina ("Guarantor"), for the benefit ofthe municipality o� C ,�C t g — �xn�rT.� c ccmv WHEREAS, purst Continental Cablevision o Franchise amendments rel cable television and re]atec WHEREAS, Guar WHEREAS, this restructuring of U S VJE� Grantee dated April 15, 1 benefit to Guarantor. NOW, TI�REFOF agree as follows: < v��(�h ^ ` . �� f✓,� �ln.��' C� �� . �4-1 �9�^'�- � y,t�„ �,tc,�-,. --�'�,US Y�-�i l�lJ �� f�-. it9�J�'� � �a _ � � �S� � `�� C� q� �-�� ) � �-CI zs� between the Authority and sments, understandings and � to the provision of and �rity's approval of the between Authorfty and i, as such, constitutes a the parties do hereby 1. Guarantor irrevocably and unconditionally guazantees to the Authority or iYs 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, ordinances and regulations. This Guaranty 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 notice requirement that might otherwise apply. Guarantor's obligations are irrevocable, unconditional and absolute (except as provided by paragraph 2 b hereo� and shall not be affected by: a. The waiver by the Authority of the performance or observance by Crrantee or Guarantor or any of the obligations under the Franchise, this Guazanty, or the Agreement dated April 15, 1998. b. The extension of the term of, or the extension of time for performance under, or any oYher amendment to, the Pranchise, or applicable law affecting the Franchise (whether material or otherwise); 2. This Guaranty shall be effective upon its execution and shall supersede and replace any and ali prior guaranties by U S WEST, Inc. of Grantee's performance of its obligations under the Franchise, and shall run throughout the term of the Franchise and any renewal or extension thereof, except that this Guaranty shall ternunate 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 occurring prior to the effective date of this Guaranty 3. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall pay Authority all costs and expenses (including court costs and attomey's fees) incurred by Authority in the successful enforcement hereof. 4. Csuarantor represents and wazrants that the execution, 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 rea lation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time oz both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien or any contract, agreement or other instrument to which Guarantor is a pariy or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws o£general application relating to the enforcement to creditor's rights. 5. The Guarantor agrees that no failure to exercise, and no delay in exercising, on the party ofthe Authority, any right hereunder shall operate as a waiver thereof, nor sha11 any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of the Authority hereunder shal] be in addition to all other rights provided by law. I�TO modification or waiver of any provision of this Guazanty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. 6. Tlus Guazanty shall be govemed by and construed in accordance with the laws of the State of Minnesota and the applicable laws of the United States of America. 7. This Guazanty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced. 8. Notwithstanding anything to the contrary above, the term "Guazantor" refers to U S WEST, Inc. until U S WEST, Inc. is renamed MediaOne Group, Inc. as contemplated hy and described more fully in the April 15, 1998 Agreement. From and after the date it is renamed, the Guarantor shall be MediaOne Group, Inc. which shall be fully responsible for any liability that may have accrued under this Guaranty or prior guarantees, as if they had originally been given in its name. The name change wili occur as part of a transaction through which U S WEST, Inc.'s telecommunications and cable operations are separated. That sepazation shall in no respect affect this or any other Guaranty. 9. This Guaranty shall be effective and may be enforced without the Authority e�austing remedies it may have against Grantee. IN WI'I1�'ESS WHEREOF, CTUazantor has caused this Guazanty to be duly executed by its authorized officers as ofthe day and year first above written. U S WEST, BY �� ,� C�-G� AGREEMENT DATED APRIL 15, 1498 TF3E CITY OF ST. PAUL, MINNESOTA ("CITY"), CONTINENTAL CABLEVISION OF ST. PAUL, INC. ("CCSP"), MEDIAONE OF DELAWARE, INC. ("MEDIAONE") AI3D L3S WEST, II3C. (USWEST), DO HEREBY AGREE AS FOLLOWS: WHEREAS, CCSP holds a franchise to provide cable service in the City, which franchise was issued on November 10, 1983 (the "Appendix H" franchise); and WfiEREAS, that Appendix H franchise is subject to and has been amended by that certain Settlement Aa eement dated September 15,1992, and that certain Transfer and Ivlodification Agreement dated l�ovember 13, 1946, and CCSP has agreed to the terms of a renewal franchise (the "Renewal Franchise") pursuant to that certain agreement dated March 25, 1998, all of which are subject further to Chapter 430 of the St. Paui Legislative Code (collectively refened to as the "Franchise Docuznents"), and subject further to that certain Corrective Plan Agreement and Corrective Plan, dated December 22, 3 997, which agreement and plan are amended by the Renewal Franchise, and such amendments to the Franchise Documents as may be made pursuant to that Corrective Plan Agreement (collectively, the agreement and plan including the amendments thereto, once effective, and Franchise Document amendments related thereto aze refened to as the "Conective Plan"); and WHEREAS, CCSP is owned by MEDIAONE, which in tum is owned by USWEST (collectively referred to herein as the "MediaOne Parties"); and WHEREAS, USWEST alsa owns or controls certain companies that provide telecoznmunications services; and VJHEREAS, on Mazch 11, 1998, USWEST filed with the City a request and form (which form, along with all documents pzovided in connection therewith or in response to requests for information from the Ciry with respect to the Transacfion, are referred to below as tl�e "Appl;cation"), asking for approval of a certain transaction that would result in the sepazation of those telecommunications companies and certain other businesses into an independent company, which new company (hereinafter "NEW U S WEST") would have the rigJ�t to use the name "U.S. West, Inc." (the "Transaction"); and WHEREAS, USWEST would, after the Transaction, continue to control MEDIAONE and CCSP, and USWEST would be renamed "MediaOne Group, Ina' ; and WHEREAS, from and after the consummation of the Transaction (the "Transaction Date"), NEW I3SWEST and the MediaOne Parties would have no relationship with one another, other than as required to allocate certain obligations and assets arising prior to the separation; and y WHEREAS, the City has determined that, it would not be in the public interest to approve the transaction unless approval of the Transaction satisfies certain conditions, including resolution of issues related to the expirafion of the inifial franchise held by CCSP, and the MediaOne Parties aze willing to agree to such conditions; NOW THEREFORE, IN CONSIDERATION OF TAE FOREGOING AND THE MUTUAL CONSENTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS: Section 1. Assumption of Franchise Obligations• General Re_presentations and Warranties. 1.1 Acceptance - CCSP hereby cantinues to accept, acknowledge, and agree to be bound by all of the commitments, duties and obligations, present, continuing and future (a) of CCSP as set forth in the Franchise Documents; and (b) of CCSP as set forth in the Conective Plan. 1.2 Assumption of Obli ations - CCSP agrees that as between itseif and the City neither the Transaction nor the City's approval of the Transaction shall in any respect relieve it of responsibility for past acts or omissions, known or unknown; and CCSP 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 unfulfilled obligations to the City under the Franchise Documents, the Corrective Plan and applicable law, for all purposes. 13 Conflictin� Provisions Disallowed - The City, by its approval of this Transaction, is not approving or endorsing the terms of any document related to the Transaction. Without limiting the foregoing, to the extent there is a conflict between (1) the terms and conditions of ihis Agreement, the Franchise Documents, or the Corrective Plan; and (2) any contract �other than a contract with the City) related to the Transaction, or any contract that may affect St. Paul as a result of the Transaction, the MediaOne Parties agree ihat the terms of ttie latter shall be expressly subordinate to the terms and conditions of the former. 1.4 C�'s Reliance Upon Companies' Representations - The MediaOne Parties acknowledge and agree that the City's consent to the Transaction is made in reliance upon the representations, documents, and information provided by the MediaOne Parties in connection with the Application; each of the MediaOne Parties is liable for its representations and warranties and jointly and severally liable for joint represeniations and warranties; and that the representations and warranties include, without limitarion the following: 1.4.1 CCSP is the lessee of property at the Union Depot. The MediaOne Parties represent and warrant that the Transaction will not affect CCSP's continuation as lessee at the Union Depot or control of a11 assets related thereto. The Transaction does not require the prior approval of the landlord of the Union Depot so that consummation of the Transaction wi11 not in any respect afFect the lease or leases far the Union Depot including any lease for any I� properiy in that building occupied by Cable Access St. Paul, Inc., d/bla St. Paul Neighborhood Network; 1.4.2 The MediaOne Parties represent and warrant that they understand that, in approving this Transaction, St. Paul is only agreeing to approve the Transaction set forth in the Attachxuent A; the City is not agreeing to approve any other or future transfer, whether contemplated in connection with the Transaction or not, and any agreement or option that would permit a transfez to occur without the approval of the City is disaliowed. 1.43 The MediaQne Parties represent and warrant that the Transaction will not in any respect reduce the 1eve1 of customer service for St. Paul, either by reducing the number of customer service representatives, technicians or technical managers serving St. Paul, or by consolidating the St. Pau1 customer service operations with other customer service operations. Notwithstanding the above, if CCSP does consalidate its customer service operations, it sha11 ensure that at least seventeen (1� percent of its work force is located within the City of St. Paul. 1.4.4 The MediaOne Parties represent and warrant that there will not be an increase in subscriber rates, as a result of any cost associated with compliance with the Corrective Plan, including costs associated with the amendments to the Corrective Plan provided for under the Renewai Franchise. The MediaOne Parties further agree that any costs associated with complying with this Transfer Agreement are not eaternal costs. The MediaOne Parties further stipulate that for purposes of any rate proceeding, the Transaction does not result in a cognizable increase in good wilI, intangibles or tangibie assets of the cable system serving St. Paul, above the level that could have been reflected in rates prior to the Transaction. 1.4.5 Each of the MediaOne Parties each hereby represent and warrant that as to it: (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 would 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, rule, regulation or restriction to which it is suhject; (b) each of the MediaOne Parties is duly organized, legally existing and in good standing under the laws of the states of their 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, this 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 organizational documents, or of any indenture, agreement or undertaking to which it is a party or by which its is bound. Section 2. Promise of MediaOne Parties With Respect to Guazantee. Each of the MediaOne Parties agrees that, from and after the consummation of the 3 Transaction, it will not take any action inconsistent with the promises "contained in the Franchise Documents, or the Correcfive Plan. USWEST agrees that it shail continue to guarantee the _ performance of CCSP. USWEST agrees that, prior to the Transaction Date, it shall deliver an unconditional confirmation of its guarantee, so that it is clear that the guarantee will be binding upon USWEST after any name change. Section 3. Promise of the MediaOne Parties With Respect to Documents. The MediaOne Parties agree that they will obtain controi of and retain at an accessible location all documents related to the cable system, including all documents that show or record revenues derived from the operation of the cable system in the City; no such documents will be retained by or transfened to the NEW U S WEST or any affiliate thereof, without the express written permission of the City, which pemussion need not be granted unless the City obtains agreements satisfactory to it that ensure that the City will have access to the documents at the St. Paul City Hail within 30 days of a request therefor for inspection and copying. Section 4. No Waiver. By its consent to the Transaction and execution of this Agreement, the City waives none of its rights or prospective rights with respect to CCSP's compliance with the terms, conditions, requirements and obligations set forth in the Franchise Docuxnents or the Corrective Plan), or CCSP's obligations with respect to the same. Section 5. Conditions Uoon Consent 5.1 Reimbursement - CCSP a�rees to pay the City $20,00� in conjunction with City's review of ihe Transacrion to cover the costs of the City in connection with that review. The payment shall be due 10 days after the passage of a City ordinance or resolution that provides for approval of the Transacrion. 5.2 Conditions That Must Be Satisfied - The MediaOne Par'ties agree that the approvai granted by the City shall not become effective unless each of the following conditions is satisfied. If the conditions are not satisfied, the MediaOne Parties agree that the Transaction request shall be deemed properly and tnnely denied prior to Transaction Date. 5.2.1. Prior to the Transaction Date, CCSP must have signed an unconditional acceptance of all of the Franchise Documents, and all of the Franchise Documents (other than the Appendix H franchise which wiil have been renewed and replaced), must be in full force and effect; 5.2.2. Prior to the Transaction Date, all payments required under this Agreement, and all guarantees required must have been delivered and accepted by the City. 5.23. Prior to the Transaction Date, ali reguired insurance, bonds and letters of credit must have been obtained and proof of the same must be provided to the City. 53 OhliEations not Franchise Fees - The MediaOne Parties agree that none of the costs it must incur, or payments that it must make under this Agreement constitute franchise fees, and instead fall within one or more of the exceptions set out in 47 U.S.C. §542(g)(2), and each of the MediaOne Parties fiirther agrees it will not raise any claim or defense to the conirary, in any forum. Without limiting the materiality of any other provision, is agreed that the City would not have approved the Tzansaction without this provision. Section 6. Effect of Failure to Com�l,v with this AQreement. The City may exercise any remedy that it has available to it at law or at equity, or under the Franchise Documents or Conecrive Plan against any or a11 of the MediaOne Parties that breach this Agreement in any respect. In addition, without limiting the foregoing, if the MediaOne Parties fail to comply with any requirement of this Agreement that requires action or prohibits a certain aetion after the Transaction Date, the parties agree that the City may deciaze the City's approval of the Transaction void (in which case the obligations of the parties shall be as if the Transaction never occurred); or may terminate the cable franchise held for the City by any of the MediaOne Parties. If any of the zepresentations or wananties is false or misleading, ihe City may, at its option, revoke any approval of the Transaction which denial the parties agree shail be deemed timely, and in which case the obligations of the parties shall be as if the Transaction never occurred; or may terminate the cable franchise held for the City by any of the MediaOne Parties. Section 7. nde nitv. Each of the MediaOne Parties agrees to indemnify and hold the City hannless against any loss, ciaim, damage, liability or expense (including, without limitation, reasonable attorneys' fees) incurred as a result of any representation or warranty made by such party which proves to be untrue or inaccurate in any respect; or arising out of any litigation in connection with the Transaction, or arising out of any litigation resulting from termination of the proposed transfer to certain entities owed or controlled by Charter Communications, Inc.. Section 8. Sunset. In the event the Transaction Date has not occu'rred on or before 3uly 31, 1998, or closes on terms that are in any material respect different from the terms disclosed to the City in writing in the Application, then any City consent to the Transaction shali be deemed revoked, and the Transaction timely denied. Section 9. Waiver of Claims. The MediaOne Parties hereby waive any and a11 claims that they may have that any denial of the Application that results from Sections 1-8 fails to satisfy the deadlines established by applicable law inciuding, without limitation, claims based on, arising out of, or relating to section 617(e) of the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, 106 Stat. 1460 (1992), as amended by the renewal and replacement franchise, and agree that they shall be deemed to have agreed to an e�ension of the time to act on the Appiication as required to make any denial effective. 5 ection 10. Miscellaneous Provi 'ons. 10.1 Acceptance of Aareement - By signing this Agreement, (i) each of the MediaOne Parties accegt, and agree to comply with, each provision hereof that applies to it; (ii) the MediaOne Parties acknowledge and accept the City's right to consent to the Transaction, and to enter into this Ageement; (iii) each of the MediaOne Parties agrees that it will not, d'uectly or indirectly, oppose intervention by the City in any proceeding affecting the System except where intervention is prohibited by law; and (iv) each of the MediaOne Pazties agrees that the approval of the Transaction was granted pursuant to processes and procedures consistent with Applicabie Law, and that it will not raise, and hereby expressly waives, all claims to the contrary. 10.2 Representations 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 untrue, inaccurate or incomplete in any material respects. 103 Binding A�reement - This Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns, and the promises and obligations herein shall survive the effeciive date hereof. 10.4 Governine Law - This Agreement shall be governed in all respects by the law of the State of Minnesota. i0.5 ra in - This Agreement is the product of common negotiations among the parties and shall not be construed against any pariy on any grounds related to drafting, revision, review, or recommendation by any agent or representative of any pariy. 10.6 Time of the Essence - In determining whether a party has complied with this Agreement, the parties agree that time is of the essence. 10.7 Unaffected Ri ts - This Agreement should not be construed to affect any rights the US WEST Parties oz NEW U S VJEST may otherwise have with respect to each other, or any other entity. 10.8 Counteroarts - This document may be executed in mulfiple counterparts, and 6y the parties hereto on separate counterparts, and each counterpart, when executed and delivered, shail 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 sazne agreement. 0 < 10.9 Captions - The cap$ons and headings of this Agreement aze for convenience and reference purposes only, and shall not affect in any way the mean'ng and interpretation of any provisions of tlus A�eement. Approved as to form: � Ass stant City Attorney (i:\USERSV3ANSEMCONTL\TRA2.SFERV+GMT4159.DOC FOR [3 of Financial Services �b�0.� ie /1f1�►// �7f/./Jl'�� "� , �. - FOR CONT NTAL Ce OF ST. AU , C. By � rts 4 _ r _ FO By tts �� / r e Z �l� : - Stzu�ture of the �ompanies � After the Separation ATTACHI�iENT A �S�—C, �T1C. (To be renamed U S �T1EST, Inc.) U S West, Inc. (To be renamed MediaOne Group, Inc.) U S WEST Communications, ; MediaOne of � Delaware, Tnc. � (Continental) TWE I ;Intemational ___ ___, New Vector; G � !0 Various Intermedi ate and Franchiseholding Subsidiaries � The cellulzr operations will be sold pursuant to the AirTouch transaction Structu�e of the Companies f� � r / � � — 1 After the Separation ATTACHI�IENT A USW C, Inc. (To be renamed U S WEST, Inc.) U S WEST Communications, MediaOne of Delaware, Inc. (Continental) Various Intermediate and Franchisehoiding Subsidiaries U S West, Inc. (To be renamed MediaOne Group, Inc.) TWE I IInternational New Vector � Group � � U The cellular ogerations will be sold pursuant to the AirTouch transaction NOTICE OF PUBLIC HEARING There will be a public hearing on Wednesday, April ] 5. 1998 to heaz public com- ents on whether the requested transfer of controi of the cable television franchise om US West. Inc. to US West, Inc. (to be renamed MediaOne Group. Inc.J may 3versely affect Saint Paul cable subscribers. Public hearings begin at 5:30 p.m. and - e held in the City Council Chambers. Those wish{ng to submit written comments on :is matter may send them to Holly Hansen, Cable OfScer. City of St. Paul: 68 City Ha77. 5 W. Keilogg Btvd.. St. Paul, MN 55102. (Nfazch 31, 1998) . . - /IT OF PUBLICATION "-- - --- — -- — - STa."fe ofMirine3oca; Gounty�oz Kamsey ��. Patrick Boulay, being duly sworn, on oath says that he is the publisher of the newspaper known as the St. Paul Legal Ledger and has fu11 knowledge of Yhe facts which are stated below: (A) The newspaper has complied with all of the requirements constituting as a qualified leaal newspaper, as provided by Minnesota Statute 331A.02, 331A.07, and other applicable laws, as amended. (B) The printed NOTICE OF PUBLIC HEARiNG which is attached was cut from the columns of said newspaper and was printed and published once; it was published on Tuesday, the 31 day of March, 1998; and printed below is a copy of the lower case alphabet from A to Z, both inclusive, which is hereby acknowledged as being the size and kind of type used in the composition and publication of said notice: abc d efghi� klmnopqrsmvwxyz �� Subscribed and sworn to before me this 31�` day of March, 1998. ---� �� i / ��Z' - � ___, L/ C.^NYM+M G � �'.�� dAY6A I.�SILE� � �' NQ TARYPEJBLIC - 4fNNEEOi' n � � MY Comm. Expires J�n. 89. £c:;. � L>wa:�^C�,MA�PMM+� �y"W^� .r� Rate Information (1) Lowest classified rate paid by commercial users for compazable space is SN/A. (2) MaYimum rate a]]owed by ]aw for the above publication is �18.46. (3) Rate actually chaz�ed for the above publication is 516.78. Council File # �{ -�, S Presented By Referred To Green Sheet # 0 � - t RESOLUTION CITY OF SAINT PAUL, MINNESOTA 2� Committee: Date I W1i�1Z�AS, Conlinculal Cablcvision of St. I'aui, inc. (CCSI') hulds a franci�ise ta provide cable service iu the 2 City of Saint Paul, wluch franchise was issued on November 10, 1983 (the "Appendix H" franchise); and 3'WHEREAS, CCSP is owned by MEDIAONE, which in turn is owned by USWEST (collectively refened to 4 herein as the "MediaOne Parties:); and 5 WHEREAS, USWEST also owns or controis certain companies that provide telecommunications services; 6 and 7 WHEREAS, on March 11, 1998, US WEST filed with the City a request and form asking for approval of a 8 certain transaction that would result in the separation of those telecommunications companies and certain other 9 businesses into an independent company, which new company (hereinafter "NEW USWEST"} would haue the 10 right to use the name "U.S, West, Inc." (the Transaction"); and 11 WHEREAS, USWBST would, after the Transaction, continue to control MEDIAONE and CCSP, and 12 iISWEST would be renamed "MediaOne Group, Inc."; and 13 WHEREAS, from and after the consummation of the Transaction, NEW USWEST and the MediaOne Parties l4 would have no relationship with one another, other than as required to allocate certain obligations and assets 15 azising prior to the separation; and 16 WHEREAS, the City has determined that, it would not be in the public intetest to approve the transaction 17 unless approval of the Transaction satisfies certain conditions, including resolution of issues related to the 18 expiration of the initial franchise held by CCSP, and the MediaOne Parties aze willing to agree to such 19 conditions; 20 NOW, THEREFORE, BE IT RESOLVED, that the Transaction is approved subject to each and every one of 21 tkze conditions specified in the Agreement dated Aprii 15, 1998 and attached hereto; and °1 Y -aqs 1 RESOLVED, that if any of the conditions are not satisfied, the request for approvai shall be deemed denied as 2 of the effective date of this Resolurion, now therefore be it 3 RESOLVED, that the Mayor and the Director of Financial Services aze hereby authorized to execute the 4 Agreement dated April 15, 1998. rr �� Yeas �� Navs I� Absent �� Benanav �� ✓ �� Blakey ��_�� - �ostrom �� ✓ �� C ol eman �� ✓ �� ) Harris �� Lantrv �� ✓�� Reiter �� ✓�� I �==== ------- ====� i '== [ __��_ � Adopted by Council: Date �aa Re9�ested by Department of: 1 �nl:,�'�h�l�I. C1 IV, ('9,i�!`,r.l By: Form Appro d by C%torney By: / Adoption Certified by Council Secretary By �, sy 9 �r -aq,s GREEN SHEET Holly Hansen 15, 1998 uureoe wrt •�-�...:...* TOTAL # OF SIGNATURE PAGES oau�,�rnnxTart No 60875 � uu�v�noarv ❑ a�rttuu _ ❑ nuxaa�.arm�ccsort ❑ n�uew.aeavc�ecro ❑r�vortroRwsasn�xq ❑ (CL1P ALL LOCATIONS FOR SIGNATURE) Requesting trans£er o£ control of the cable television franchise from US West, Inc. ta US W@st, Inc. (to be renamed MediaOne Group, Inc.) PLANNING COMMISSION CIB COMMITfEE CNIL SERVICE COMMISSION t50NAL SERVICE CONTRACfS MUST ANSWER THE FOLLOWING Q Has this personffim ewer rwked urMer a conhad for this depertment7 vES nio Fias thie pcvsoNfirm ever heen a city employee? vES ra Does this Per�rtn Poaeeas a sldN not nama��YP� bY �Y curteM ciFf emPbYce? YES NO Is Mis peieonrfirm a tarpetetl vendoY7 ' YES NO On March 11, 1998, US West filed a request with the City to approve a transaction which would separate its cable holdings and other telecommunications holdings into two separate companies This transaction would eliminate cross-ownership issues which currently prohibit US West from retaining ownership of Continental Cablevision of St. Paul, Inc. The Yransaction will be allowed to go forward. IFAPPROVED NOnQ The transaction would not include the City of Saint Paul leaving the cable franchise ownership in a state of limbo, which would adverselv affect subscribers. COET�REVENUEBUDRE[ED(CiRCIEONq ACTNITY NUMBER 266-8875 rES e+o MFORMATION (E%PLAIM q�r-aqs AGREEMENT DATED APRIL 15, 1998 THE CITY OF ST. PAUL, MINNESOTA ("CITY"), COI3TTNENTAL CABLEVISION OF ST. PAUL, INC. ("CCSP"), MEDIAONE OF DELAWARE, INC. ("MEDIAONE") AND US WEST, INC. (USWEST), DO HEREBY AGREE AS FOLLOWS: WI�REAS, CCSP holds a franchise to provide cable setvice in the City, which franchise was issued on November 10, 1983 (the "Appendix H" franchise); and WI�REAS, that Appendix H franchise is subject to and has been amended by that certain Settlement Agreement dated September 15, 1992, and that certain Transfer and Modification Agreement dated November 13, 1996, and CCSP has agreed to the terms of a renewal franchise (the "Renewal Franchise") pursuant to that certain agreement dated Mazch 25, 1998, all of which are subject further to Chapter 430 of the 5t. Paul Legislative Code (collectively refened to as the "Franchise Documents"), and subject further to that certain Conective Pian Agreement and Corrective Plan, dated December 22, 1997, which agreement and plan are amended by the Renewai Franchise, and such amendments to the Pranchise Documents as may be made pursuant to that Corrective Plan Agreement (collectively, the agreement and plan including the amendments thereto, once effective, and Franchise Document amendments related thereto are refened to as the "Corrective Plan"); and WHEREAS, CCSP is owned by MEDIAONE, which in hun is owned by US WEST (collectively referred to herein as the "MediaOne Parties"); and WI�REAS, USWE5T also owns ar controls certain companies ttiat provide telecommunications services; and WHEREAS, on Mazch I 1, 1998, USWEST filed with the City a request and form (which form, along with all documents provided in connection therewith or in response to requests for information from the City with respect to the Transaction, are referred to below as the "Application"), asking for approval of a certain transaction that would result in the separation of those telecommunications companies and certain other businesses into an independent company, which new company (hereinafter "NEW U S WEST") would have the right to use the name "U.S. West, Inc." (the "Transaction"); and WHEREAS, USVJEST would, after the Transacfion, continue to control MEDIAONE and CCSP, and USWEST would be renamed "MediaOne Group, Inc."; and WHEREAS, from and after the consummation of the Transaction (the "Transaction Date"), NEW USWEST and the MediaOne Parties would have no relationship with one another, other than as required to allocate certain obligations and assets arising prior to the separation; and q � •aqs VJF�REAS, the City has deterniined that, it would not be in the public interest to approve the transaction unless approval of the Transaction satisfies certain conditions, including resolution of issues related to the expiration of the nutial franchise held by CCSP, and the MediaOne Parties aze willing to agree to such conditions; NOW TI�REFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL CONSENTS SET FORTH HEREIN, TI� PARTIES AGREE AS FOLLOWS: Section 1. t�ssumption of Franchise Obli�ations• General Re�presentations and Wananties. 11 Acce�tance - CCSP hereby continues to accept, acknowledge, and agree to be bound by a11 of the commitrnents, duties and obligations, present, continuing and future (a) of CCSP as set forth in the Franchise Documents; and (b) of CCSP as set forth in the Corrective Plan. 1.2 Assumption of Obli ations - CCSP a�ees that as between itself and the City neither the Transaction nor the City's approval of the Transaction shall in any respect relieve it of responsibility for past acts or omissions, known or unknown; and CCSP hereby re�rms that it shall be liable for and accepts the consequences of, any such acts and omissions, known and uiiln�own, inciuding liability for any and ail previously accrued but mifidfilled obligations to the City under the Franchise Documents, the Conecrive Pian and applicabie law, for ali purposes. 13 Conflicting Provisions Disallowed - The City, by its approval of this Transaction, is not approving or endorsing the terms of any document related to the Transaction. Without limiting the foregoing, to the extent there is a conflict beiween (1) the terms and conditions of this Agreement, the Franchise Documents, or the Corrective Plan; and (2) any contract (other than a contract with the City) related to the Transaction, or any contract that may affect St. Paul as a result of the Transaction, the MediaOne Parties agree that the terms of the latter sha11 be expressly subordinate to the terms and conditions of the former. 1.4 City's Reliance Upon Companies' Representations - The MediaOne Paxties acknowledge and agree that the City's consent to the Transaction is made in reliance upon the representations, documents, and informafion provided by the MediaOne Parties in connection with the Application; each of the MediaOne Parties is liable for its representations and warranties and jointly and severally liable for joint representations and wananties; and that the representations and warranties include, without limitation the following: 1.4.1 CCSP is the lessee of properiy at the Union Depot. The MediaOne Parties represent and wanant that the Transaction will not affect CCSP's continuation as lessee at the Union Depot or control of all assets related thereto. The Transaction does not require the prior approval of the landlord of the Union Depot so that consLimmation of the Transaction will not in any respect affect the lease or leases for the Union Depot including any lease for any 2 ol;'•�9S properry in that building occupied by Cable Access St. Paul, Inc., d!b/a St. Paul Neighborhood Network; 1.4.2 The MediaOne Parties represent and warrant that they understand that, in approving this Transaction, St. Paul is only agreeing to approve the Transaction set forth in the Attachment A; the City is not agreeing to approve any other or future h whether contempiated in connection with the Transaction or not, and any agreement or option that would permit a trausfer to occut without the approval of the Ciry is disallowed. 1.43 The MediaOne Parties represent and warrant that the Transacflon will not in any respect reduce the level of customer service for St. Paul, either by reducing the number of customer service representatives, tecluucians or technical managers serving St. Paul, or by consolidating the St. Paul customer service operations with other customer service operations. Notwithstanding the above, if CCSP does consolidate its customer service operations, it shall ensure that at least seventeen (1'� percent of its work force is located within the City of St. Paul. 1.4.4 The MediaOne Parties represent and warrant that there will not be an increase in subscriber rates, as a result of any cost associated with compliance with the Conective Plan, including costs associated with the amendments to the Corrective Plan provided for urider the Renewal Franchise. The MediaOne Parties further agree that any costs associated with complying with this Transfer Agreement are not external costs. The MediaOne Parties fiu stipulate that for purposes of any rate proceeding, the Transaction does 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 Transaction. 1.4.5 Each of the MediaOne Parties each hereby represent and warrant that as to it: (a) the execution and delivery of this Agreement does not contravene, result in a breach of, or consiitute a default under, any contract or agreement to which it is a party ar by which it or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time ar the giving of notice or both), and does not violate or contravene any law, order, decree, rule, regulation or restriction to which it is subject; (b) each of the MediaOne Parties is duly organized, legally existing and in good standing under the laws of the states of their respective organization; (c) the terms of this Agreement which apply to it constitute legal, valid and binding obligafions of it, enforceable in accordance with such terms; and (d) the execution and delivery of, and performance under, this Agreement is within its respective power and authority without the joinder or consent of any other pariy and have been duly authorized by all requisite action and aze not in contravention of its respective charters, bylaws, or other organizational documents, or of any indenture, agreement or undertaking to which it is a party or by which its is bound. Section 2. Promise of MediaQne Parties With Respect to Guarantee. Each of the MediaOne Parties agrees that, from and after the consuimnation of the asr��qs Transaction, it will not take any action inconsistent with the promises contained in the Franchise Documents, or the Corrective Plan. USWEST agrees that it sha11 continue to guarantee the performance of CCSP. USWEST agrees that, prior to the Transaction Date, it shall deliver an unconditional coufirmation of its guarantee, so that it is cleaz that the guarantee will be binding upon USWEST after any name change. Section 3. Promise of the MediaOne Parties With Respect to Documents. The MediaOne Parties agree thax they will obtain control of and retain at an accessible location al1 documents related to the cable system, including all documents that show or record revenues derived from the operafion of the cable system in the City; no such documents will be retained by or transferred to the NEW U S WEST or any affiliate thereof, without the express written pernussion of the City, which permission need not be granted unless the City obtains agreements satisfactory to it that ensure that the City will have access to the documents at the St. Paul City Hail within 30 days of a request therefor for inspection and copying. Section 4. Na Waiver. By its consent to the Transacfion and execution of this Agreement, the City waives none of its rights or prospective rights with respect to CCSP's compliance with the terms, conditions, requirements and obligations set forth in the Franchise Documents or the Conective Plan), or CCSP's obiigations with respect to the same. Section 5. Conditions U�on Consent 5.1 Reimbursement - CCSP agrees to pay the Ciry $20,000 in conjunction with City's review of the Transacflon to cover the costs of the Ciry in connection with that review. The payment shall be due 10 days after the passage of a City ord'mance or resolution that provides for approval of the Transaction. 5.2 Conditions That Must Be Satisfied - The MediaOne Parties agree that the approvai granted by the City shall not become effective unless each of the following conditions is satisfied. If the conditions are not sarisfied, the MediaOne Parties agree that the Transaction request shall be deemed properly and timely denied prior to Transaction Date. 5.21. Prior to the Transaction Date, CCSP must have signed an unconditional acceptance of all of the Franchise Documents, and al1 of the Franchise Documents (other than the Appendix H franchise which will have been renewed and replaced), must be in full force and effect; 5.2.2. Prior to the Transaction Date, a11 payments required under this Agreement, and ali guarantees required must have been delivered and accepted by the City. 5.23. Prior to the Transaction Date, all required insurance, bonds and letters of credit must have been abtained and proof of the sazne must be provided to the City. 0 °ltr-�9s 5.3 Obli�ations not Franchise Fees - The MediaOne Parties agree that none of the costs it must incur, or payments that it must make under this Agreement constitute franchise fees, and instead fall withiu one or more of the exceptions set out in 47 U.S.C_ §542(g)(2), and each of the MediaOne Parties further agrees it wi11 not raise any claim or defense to the contrary, in any forum. Without iimiting the materiality of any other provision, is agreed that the City would not have approved the Transacfion without this provision. Secrion 6. Effect of Failure to Com�l�with this A,greement. The City may exercise any remedy that it has available to it at law or at equity, ar under the Franchise Documents or Conective Plan against any or all of the MediaOne Parties that breach this Agreement in any respect. In addition, without limiting the foregoing, if the MediaOne Parties fail to comply with any requirement of this Agreement that requires aclion or prohibits a certain acfion after the Transaction Date, the parties agree that the City may declare the City's approval of the Transaction void (in which case the obligations of the parties shall be as if the Transaction never occurred); or may terminate the cable franchise held for the City by any of the MediaOne Parties. If any of the representations or warranties is false or misleading, the City may, at its option, revoke any approval of the Transaction which denial the parties agree shall be deemed fimely, and in which case the obligations of the parties sha11 be as if the Transaction never occurred; or may terminate the cable franchise held for the City by any of the MediaOne Parties. Section 7. Indemnitv. Each of the MediaOne Parties agrees to indemnify and hold the City hannless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys' fees) incurred as a result of any representation or warranty made by such party which proves to be untrue or inaccurate in any respect; or arising out of any litigation in connection with the Transaction, or arising out of any litigation resulting from termination of the proposed transfer to certain entities owed or controlied by Charter Communications, Inc.. Section 8. Sunset. In the event the Transaction Date has not occurred on or before July 31, 1998, or closes on terms that aze in any material respect different from the terms disclosed to the City in writing in the Application, then any City consent to the Transaction shall be deemed revoked, and the Transaction tunely denied. Section 9. Waiver of Claims. The MediaOne Parties hereby waive any and all claims that they may have that any denial of the Application that results from Sections 1-8 fails to satisfy the deadlines established by applicable law including, without limitation, claims based on, arising out of, or relating to section 617(e) of the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, 106 Stat. 1460 (1992), as amended by the renewal and replacement franchise, and agree that they shali be deemed to have agreed to an extension of the time to act on the Application as required to make any denial effective. q� -� 9S ection 10. Miscellaneous Provisions. 10.1 Acceptance of Agreement - By signing this Agreement, (i) each of the MediaOne Parties accept, and agree to comply with, each provision hereof that applies to it; (ii) the MediaOne Parties acknowledge and accept the City's right to consent to the Transaction, and to enter into this Agreement; (iii) each of the MediaOne Parties agrees that it will not, directly or indirectly, oppose intervention by the City in any proceeding affecting the System except where interveniion is prohibited by law; and (iv) each of the MediaOne Parties agrees that the approval of the Transaction was granted pursuant to processes and procedures consistent with Appl3cable Law, and that it will not raise, and hereby espressly waives, all claims to the contrary. 10.2 Representations Warranties Material - Any representations and warranties made in this Agreement are material. It is a material breach of this Agreement if any representation or warranty proves to be untrue, inaccurate or incomplete in any material respects. 10.3 Binding Ayreement - This Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, hustees, successors and assigns, and the promises and obligations herein sha11 survive the effective date hereof. 10.4 Govemin,g Law - This Agreement shall be governed in all respects by the law of the State of Minnesota. 10.5 Draftin - This Agreement is the product of common negotiations among the parties and shail not be construed against any party on any grounds related to drafting, revision, review, or recommendarion by any agent or representative of any party. 10.6 Time of the Essence - Tn determining whether a party has complied with this Agreement, the parties agree that time is of the essence. 10.7 Unaffected Riehts - This Agreement should not be construed to affect any rights the US WEST Parties ar NEW U S WEST may othenuise have with respect to each other, or any other entity. 10.8 Counter�arts - 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 ali who signed it without production of, or accounting for, any other counterpart, and all separate counterparts sha11 constitute the same agreement. �lF•� 10.9 Captions - The captions and headings of this Agreement aze for convenience and reference purposes only, and shall not affect in any way the meaning and interpretafion of any provisions of this Agreement. FOR TFIE CITY OF ST. PAUL / / ;, /1-� $Y , ;�� ,. T` Mayor � v, � � '� j By Date , i �� Director of Financial Services L�- �j'�(� FOR U S WEST, INC. By Its Date FOR CONTINENTAL CABLEVISION OF ST. PAUL, INC. : Its Date FOR MEDIAONE OF DELAWARE, INC. I: Its Date G:AUSERS�FIANSEN�CONTL\TRANSFERIAGMT4159.DOC �� CORPORATE GUARANTY OF W � � U S «'EST, INC. �� i � �', RE�'AMED MEDTAONE GROUP,INC. � � �'�' �'� ("Guaranty") is executed as of ��•�� Z� ,� 8, by U S D �"�` °�� i` One Group, Ina ("Guarantor"), for the benefit ofthe municipality o� C ,�C t g — �xn�rT.� c ccmv WHEREAS, purst Continental Cablevision o Franchise amendments rel cable television and re]atec WHEREAS, Guar WHEREAS, this restructuring of U S VJE� Grantee dated April 15, 1 benefit to Guarantor. NOW, TI�REFOF agree as follows: < v��(�h ^ ` . �� f✓,� �ln.��' C� �� . �4-1 �9�^'�- � y,t�„ �,tc,�-,. --�'�,US Y�-�i l�lJ �� f�-. it9�J�'� � �a _ � � �S� � `�� C� q� �-�� ) � �-CI zs� between the Authority and sments, understandings and � to the provision of and �rity's approval of the between Authorfty and i, as such, constitutes a the parties do hereby 1. Guarantor irrevocably and unconditionally guazantees to the Authority or iYs 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, ordinances and regulations. This Guaranty 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 notice requirement that might otherwise apply. Guarantor's obligations are irrevocable, unconditional and absolute (except as provided by paragraph 2 b hereo� and shall not be affected by: a. The waiver by the Authority of the performance or observance by Crrantee or Guarantor or any of the obligations under the Franchise, this Guazanty, or the Agreement dated April 15, 1998. b. The extension of the term of, or the extension of time for performance under, or any oYher amendment to, the Pranchise, or applicable law affecting the Franchise (whether material or otherwise); 2. This Guaranty shall be effective upon its execution and shall supersede and replace any and ali prior guaranties by U S WEST, Inc. of Grantee's performance of its obligations under the Franchise, and shall run throughout the term of the Franchise and any renewal or extension thereof, except that this Guaranty shall ternunate 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 occurring prior to the effective date of this Guaranty 3. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall pay Authority all costs and expenses (including court costs and attomey's fees) incurred by Authority in the successful enforcement hereof. 4. Csuarantor represents and wazrants that the execution, 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 rea lation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time oz both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien or any contract, agreement or other instrument to which Guarantor is a pariy or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws o£general application relating to the enforcement to creditor's rights. 5. The Guarantor agrees that no failure to exercise, and no delay in exercising, on the party ofthe Authority, any right hereunder shall operate as a waiver thereof, nor sha11 any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of the Authority hereunder shal] be in addition to all other rights provided by law. I�TO modification or waiver of any provision of this Guazanty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. 6. Tlus Guazanty shall be govemed by and construed in accordance with the laws of the State of Minnesota and the applicable laws of the United States of America. 7. This Guazanty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced. 8. Notwithstanding anything to the contrary above, the term "Guazantor" refers to U S WEST, Inc. until U S WEST, Inc. is renamed MediaOne Group, Inc. as contemplated hy and described more fully in the April 15, 1998 Agreement. From and after the date it is renamed, the Guarantor shall be MediaOne Group, Inc. which shall be fully responsible for any liability that may have accrued under this Guaranty or prior guarantees, as if they had originally been given in its name. The name change wili occur as part of a transaction through which U S WEST, Inc.'s telecommunications and cable operations are separated. That sepazation shall in no respect affect this or any other Guaranty. 9. This Guaranty shall be effective and may be enforced without the Authority e�austing remedies it may have against Grantee. IN WI'I1�'ESS WHEREOF, CTUazantor has caused this Guazanty to be duly executed by its authorized officers as ofthe day and year first above written. U S WEST, BY �� ,� C�-G� AGREEMENT DATED APRIL 15, 1498 TF3E CITY OF ST. PAUL, MINNESOTA ("CITY"), CONTINENTAL CABLEVISION OF ST. PAUL, INC. ("CCSP"), MEDIAONE OF DELAWARE, INC. ("MEDIAONE") AI3D L3S WEST, II3C. (USWEST), DO HEREBY AGREE AS FOLLOWS: WHEREAS, CCSP holds a franchise to provide cable service in the City, which franchise was issued on November 10, 1983 (the "Appendix H" franchise); and WfiEREAS, that Appendix H franchise is subject to and has been amended by that certain Settlement Aa eement dated September 15,1992, and that certain Transfer and Ivlodification Agreement dated l�ovember 13, 1946, and CCSP has agreed to the terms of a renewal franchise (the "Renewal Franchise") pursuant to that certain agreement dated March 25, 1998, all of which are subject further to Chapter 430 of the St. Paui Legislative Code (collectively refened to as the "Franchise Docuznents"), and subject further to that certain Corrective Plan Agreement and Corrective Plan, dated December 22, 3 997, which agreement and plan are amended by the Renewal Franchise, and such amendments to the Franchise Documents as may be made pursuant to that Corrective Plan Agreement (collectively, the agreement and plan including the amendments thereto, once effective, and Franchise Document amendments related thereto aze refened to as the "Conective Plan"); and WHEREAS, CCSP is owned by MEDIAONE, which in tum is owned by USWEST (collectively referred to herein as the "MediaOne Parties"); and WHEREAS, USWEST alsa owns or controls certain companies that provide telecoznmunications services; and VJHEREAS, on Mazch 11, 1998, USWEST filed with the City a request and form (which form, along with all documents pzovided in connection therewith or in response to requests for information from the Ciry with respect to the Transacfion, are referred to below as tl�e "Appl;cation"), asking for approval of a certain transaction that would result in the sepazation of those telecommunications companies and certain other businesses into an independent company, which new company (hereinafter "NEW U S WEST") would have the rigJ�t to use the name "U.S. West, Inc." (the "Transaction"); and WHEREAS, USWEST would, after the Transaction, continue to control MEDIAONE and CCSP, and USWEST would be renamed "MediaOne Group, Ina' ; and WHEREAS, from and after the consummation of the Transaction (the "Transaction Date"), NEW I3SWEST and the MediaOne Parties would have no relationship with one another, other than as required to allocate certain obligations and assets arising prior to the separation; and y WHEREAS, the City has determined that, it would not be in the public interest to approve the transaction unless approval of the Transaction satisfies certain conditions, including resolution of issues related to the expirafion of the inifial franchise held by CCSP, and the MediaOne Parties aze willing to agree to such conditions; NOW THEREFORE, IN CONSIDERATION OF TAE FOREGOING AND THE MUTUAL CONSENTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS: Section 1. Assumption of Franchise Obligations• General Re_presentations and Warranties. 1.1 Acceptance - CCSP hereby cantinues to accept, acknowledge, and agree to be bound by all of the commitments, duties and obligations, present, continuing and future (a) of CCSP as set forth in the Franchise Documents; and (b) of CCSP as set forth in the Conective Plan. 1.2 Assumption of Obli ations - CCSP agrees that as between itseif and the City neither the Transaction nor the City's approval of the Transaction shall in any respect relieve it of responsibility for past acts or omissions, known or unknown; and CCSP 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 unfulfilled obligations to the City under the Franchise Documents, the Corrective Plan and applicable law, for all purposes. 13 Conflictin� Provisions Disallowed - The City, by its approval of this Transaction, is not approving or endorsing the terms of any document related to the Transaction. Without limiting the foregoing, to the extent there is a conflict between (1) the terms and conditions of ihis Agreement, the Franchise Documents, or the Corrective Plan; and (2) any contract �other than a contract with the City) related to the Transaction, or any contract that may affect St. Paul as a result of the Transaction, the MediaOne Parties agree ihat the terms of ttie latter shall be expressly subordinate to the terms and conditions of the former. 1.4 C�'s Reliance Upon Companies' Representations - The MediaOne Parties acknowledge and agree that the City's consent to the Transaction is made in reliance upon the representations, documents, and information provided by the MediaOne Parties in connection with the Application; each of the MediaOne Parties is liable for its representations and warranties and jointly and severally liable for joint represeniations and warranties; and that the representations and warranties include, without limitarion the following: 1.4.1 CCSP is the lessee of property at the Union Depot. The MediaOne Parties represent and warrant that the Transaction will not affect CCSP's continuation as lessee at the Union Depot or control of a11 assets related thereto. The Transaction does not require the prior approval of the landlord of the Union Depot so that consummation of the Transaction wi11 not in any respect afFect the lease or leases far the Union Depot including any lease for any I� properiy in that building occupied by Cable Access St. Paul, Inc., d/bla St. Paul Neighborhood Network; 1.4.2 The MediaOne Parties represent and warrant that they understand that, in approving this Transaction, St. Paul is only agreeing to approve the Transaction set forth in the Attachxuent A; the City is not agreeing to approve any other or future transfer, whether contemplated in connection with the Transaction or not, and any agreement or option that would permit a transfez to occur without the approval of the City is disaliowed. 1.43 The MediaQne Parties represent and warrant that the Transaction will not in any respect reduce the 1eve1 of customer service for St. Paul, either by reducing the number of customer service representatives, technicians or technical managers serving St. Paul, or by consolidating the St. Pau1 customer service operations with other customer service operations. Notwithstanding the above, if CCSP does consalidate its customer service operations, it sha11 ensure that at least seventeen (1� percent of its work force is located within the City of St. Paul. 1.4.4 The MediaOne Parties represent and warrant that there will not be an increase in subscriber rates, as a result of any cost associated with compliance with the Corrective Plan, including costs associated with the amendments to the Corrective Plan provided for under the Renewai Franchise. The MediaOne Parties further agree that any costs associated with complying with this Transfer Agreement are not eaternal costs. The MediaOne Parties further stipulate that for purposes of any rate proceeding, the Transaction does not result in a cognizable increase in good wilI, intangibles or tangibie assets of the cable system serving St. Paul, above the level that could have been reflected in rates prior to the Transaction. 1.4.5 Each of the MediaOne Parties each hereby represent and warrant that as to it: (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 would 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, rule, regulation or restriction to which it is suhject; (b) each of the MediaOne Parties is duly organized, legally existing and in good standing under the laws of the states of their 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, this 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 organizational documents, or of any indenture, agreement or undertaking to which it is a party or by which its is bound. Section 2. Promise of MediaOne Parties With Respect to Guazantee. Each of the MediaOne Parties agrees that, from and after the consummation of the 3 Transaction, it will not take any action inconsistent with the promises "contained in the Franchise Documents, or the Correcfive Plan. USWEST agrees that it shail continue to guarantee the _ performance of CCSP. USWEST agrees that, prior to the Transaction Date, it shall deliver an unconditional confirmation of its guarantee, so that it is clear that the guarantee will be binding upon USWEST after any name change. Section 3. Promise of the MediaOne Parties With Respect to Documents. The MediaOne Parties agree that they will obtain controi of and retain at an accessible location all documents related to the cable system, including all documents that show or record revenues derived from the operation of the cable system in the City; no such documents will be retained by or transfened to the NEW U S WEST or any affiliate thereof, without the express written permission of the City, which pemussion need not be granted unless the City obtains agreements satisfactory to it that ensure that the City will have access to the documents at the St. Paul City Hail within 30 days of a request therefor for inspection and copying. Section 4. No Waiver. By its consent to the Transaction and execution of this Agreement, the City waives none of its rights or prospective rights with respect to CCSP's compliance with the terms, conditions, requirements and obligations set forth in the Franchise Docuxnents or the Corrective Plan), or CCSP's obligations with respect to the same. Section 5. Conditions Uoon Consent 5.1 Reimbursement - CCSP a�rees to pay the City $20,00� in conjunction with City's review of ihe Transacrion to cover the costs of the City in connection with that review. The payment shall be due 10 days after the passage of a City ordinance or resolution that provides for approval of the Transacrion. 5.2 Conditions That Must Be Satisfied - The MediaOne Par'ties agree that the approvai granted by the City shall not become effective unless each of the following conditions is satisfied. If the conditions are not satisfied, the MediaOne Parties agree that the Transaction request shall be deemed properly and tnnely denied prior to Transaction Date. 5.2.1. Prior to the Transaction Date, CCSP must have signed an unconditional acceptance of all of the Franchise Documents, and all of the Franchise Documents (other than the Appendix H franchise which wiil have been renewed and replaced), must be in full force and effect; 5.2.2. Prior to the Transaction Date, all payments required under this Agreement, and all guarantees required must have been delivered and accepted by the City. 5.23. Prior to the Transaction Date, ali reguired insurance, bonds and letters of credit must have been obtained and proof of the same must be provided to the City. 53 OhliEations not Franchise Fees - The MediaOne Parties agree that none of the costs it must incur, or payments that it must make under this Agreement constitute franchise fees, and instead fall within one or more of the exceptions set out in 47 U.S.C. §542(g)(2), and each of the MediaOne Parties fiirther agrees it will not raise any claim or defense to the conirary, in any forum. Without limiting the materiality of any other provision, is agreed that the City would not have approved the Tzansaction without this provision. Section 6. Effect of Failure to Com�l,v with this AQreement. The City may exercise any remedy that it has available to it at law or at equity, or under the Franchise Documents or Conecrive Plan against any or a11 of the MediaOne Parties that breach this Agreement in any respect. In addition, without limiting the foregoing, if the MediaOne Parties fail to comply with any requirement of this Agreement that requires action or prohibits a certain aetion after the Transaction Date, the parties agree that the City may deciaze the City's approval of the Transaction void (in which case the obligations of the parties shall be as if the Transaction never occurred); or may terminate the cable franchise held for the City by any of the MediaOne Parties. If any of the zepresentations or wananties is false or misleading, ihe City may, at its option, revoke any approval of the Transaction which denial the parties agree shail be deemed timely, and in which case the obligations of the parties shall be as if the Transaction never occurred; or may terminate the cable franchise held for the City by any of the MediaOne Parties. Section 7. nde nitv. Each of the MediaOne Parties agrees to indemnify and hold the City hannless against any loss, ciaim, damage, liability or expense (including, without limitation, reasonable attorneys' fees) incurred as a result of any representation or warranty made by such party which proves to be untrue or inaccurate in any respect; or arising out of any litigation in connection with the Transaction, or arising out of any litigation resulting from termination of the proposed transfer to certain entities owed or controlled by Charter Communications, Inc.. Section 8. Sunset. In the event the Transaction Date has not occu'rred on or before 3uly 31, 1998, or closes on terms that are in any material respect different from the terms disclosed to the City in writing in the Application, then any City consent to the Transaction shali be deemed revoked, and the Transaction timely denied. Section 9. Waiver of Claims. The MediaOne Parties hereby waive any and a11 claims that they may have that any denial of the Application that results from Sections 1-8 fails to satisfy the deadlines established by applicable law inciuding, without limitation, claims based on, arising out of, or relating to section 617(e) of the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, 106 Stat. 1460 (1992), as amended by the renewal and replacement franchise, and agree that they shall be deemed to have agreed to an e�ension of the time to act on the Appiication as required to make any denial effective. 5 ection 10. Miscellaneous Provi 'ons. 10.1 Acceptance of Aareement - By signing this Agreement, (i) each of the MediaOne Parties accegt, and agree to comply with, each provision hereof that applies to it; (ii) the MediaOne Parties acknowledge and accept the City's right to consent to the Transaction, and to enter into this Ageement; (iii) each of the MediaOne Parties agrees that it will not, d'uectly or indirectly, oppose intervention by the City in any proceeding affecting the System except where intervention is prohibited by law; and (iv) each of the MediaOne Pazties agrees that the approval of the Transaction was granted pursuant to processes and procedures consistent with Applicabie Law, and that it will not raise, and hereby expressly waives, all claims to the contrary. 10.2 Representations 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 untrue, inaccurate or incomplete in any material respects. 103 Binding A�reement - This Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns, and the promises and obligations herein shall survive the effeciive date hereof. 10.4 Governine Law - This Agreement shall be governed in all respects by the law of the State of Minnesota. i0.5 ra in - This Agreement is the product of common negotiations among the parties and shall not be construed against any pariy on any grounds related to drafting, revision, review, or recommendation by any agent or representative of any pariy. 10.6 Time of the Essence - In determining whether a party has complied with this Agreement, the parties agree that time is of the essence. 10.7 Unaffected Ri ts - This Agreement should not be construed to affect any rights the US WEST Parties oz NEW U S VJEST may otherwise have with respect to each other, or any other entity. 10.8 Counteroarts - This document may be executed in mulfiple counterparts, and 6y the parties hereto on separate counterparts, and each counterpart, when executed and delivered, shail 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 sazne agreement. 0 < 10.9 Captions - The cap$ons and headings of this Agreement aze for convenience and reference purposes only, and shall not affect in any way the mean'ng and interpretation of any provisions of tlus A�eement. Approved as to form: � Ass stant City Attorney (i:\USERSV3ANSEMCONTL\TRA2.SFERV+GMT4159.DOC FOR [3 of Financial Services �b�0.� ie /1f1�►// �7f/./Jl'�� "� , �. - FOR CONT NTAL Ce OF ST. AU , C. By � rts 4 _ r _ FO By tts �� / r e Z �l� : - Stzu�ture of the �ompanies � After the Separation ATTACHI�iENT A �S�—C, �T1C. (To be renamed U S �T1EST, Inc.) U S West, Inc. (To be renamed MediaOne Group, Inc.) U S WEST Communications, ; MediaOne of � Delaware, Tnc. � (Continental) TWE I ;Intemational ___ ___, New Vector; G � !0 Various Intermedi ate and Franchiseholding Subsidiaries � The cellulzr operations will be sold pursuant to the AirTouch transaction Structu�e of the Companies f� � r / � � — 1 After the Separation ATTACHI�IENT A USW C, Inc. (To be renamed U S WEST, Inc.) U S WEST Communications, MediaOne of Delaware, Inc. (Continental) Various Intermediate and Franchisehoiding Subsidiaries U S West, Inc. (To be renamed MediaOne Group, Inc.) TWE I IInternational New Vector � Group � � U The cellular ogerations will be sold pursuant to the AirTouch transaction NOTICE OF PUBLIC HEARING There will be a public hearing on Wednesday, April ] 5. 1998 to heaz public com- ents on whether the requested transfer of controi of the cable television franchise om US West. Inc. to US West, Inc. (to be renamed MediaOne Group. Inc.J may 3versely affect Saint Paul cable subscribers. Public hearings begin at 5:30 p.m. and - e held in the City Council Chambers. Those wish{ng to submit written comments on :is matter may send them to Holly Hansen, Cable OfScer. City of St. Paul: 68 City Ha77. 5 W. Keilogg Btvd.. St. Paul, MN 55102. (Nfazch 31, 1998) . . - /IT OF PUBLICATION "-- - --- — -- — - STa."fe ofMirine3oca; Gounty�oz Kamsey ��. Patrick Boulay, being duly sworn, on oath says that he is the publisher of the newspaper known as the St. Paul Legal Ledger and has fu11 knowledge of Yhe facts which are stated below: (A) The newspaper has complied with all of the requirements constituting as a qualified leaal newspaper, as provided by Minnesota Statute 331A.02, 331A.07, and other applicable laws, as amended. (B) The printed NOTICE OF PUBLIC HEARiNG which is attached was cut from the columns of said newspaper and was printed and published once; it was published on Tuesday, the 31 day of March, 1998; and printed below is a copy of the lower case alphabet from A to Z, both inclusive, which is hereby acknowledged as being the size and kind of type used in the composition and publication of said notice: abc d efghi� klmnopqrsmvwxyz �� Subscribed and sworn to before me this 31�` day of March, 1998. ---� �� i / ��Z' - � ___, L/ C.^NYM+M G � �'.�� dAY6A I.�SILE� � �' NQ TARYPEJBLIC - 4fNNEEOi' n � � MY Comm. Expires J�n. 89. £c:;. � L>wa:�^C�,MA�PMM+� �y"W^� .r� Rate Information (1) Lowest classified rate paid by commercial users for compazable space is SN/A. (2) MaYimum rate a]]owed by ]aw for the above publication is �18.46. (3) Rate actually chaz�ed for the above publication is 516.78. Council File # �{ -�, S Presented By Referred To Green Sheet # 0 � - t RESOLUTION CITY OF SAINT PAUL, MINNESOTA 2� Committee: Date I W1i�1Z�AS, Conlinculal Cablcvision of St. I'aui, inc. (CCSI') hulds a franci�ise ta provide cable service iu the 2 City of Saint Paul, wluch franchise was issued on November 10, 1983 (the "Appendix H" franchise); and 3'WHEREAS, CCSP is owned by MEDIAONE, which in turn is owned by USWEST (collectively refened to 4 herein as the "MediaOne Parties:); and 5 WHEREAS, USWEST also owns or controis certain companies that provide telecommunications services; 6 and 7 WHEREAS, on March 11, 1998, US WEST filed with the City a request and form asking for approval of a 8 certain transaction that would result in the separation of those telecommunications companies and certain other 9 businesses into an independent company, which new company (hereinafter "NEW USWEST"} would haue the 10 right to use the name "U.S, West, Inc." (the Transaction"); and 11 WHEREAS, USWBST would, after the Transaction, continue to control MEDIAONE and CCSP, and 12 iISWEST would be renamed "MediaOne Group, Inc."; and 13 WHEREAS, from and after the consummation of the Transaction, NEW USWEST and the MediaOne Parties l4 would have no relationship with one another, other than as required to allocate certain obligations and assets 15 azising prior to the separation; and 16 WHEREAS, the City has determined that, it would not be in the public intetest to approve the transaction 17 unless approval of the Transaction satisfies certain conditions, including resolution of issues related to the 18 expiration of the initial franchise held by CCSP, and the MediaOne Parties aze willing to agree to such 19 conditions; 20 NOW, THEREFORE, BE IT RESOLVED, that the Transaction is approved subject to each and every one of 21 tkze conditions specified in the Agreement dated Aprii 15, 1998 and attached hereto; and °1 Y -aqs 1 RESOLVED, that if any of the conditions are not satisfied, the request for approvai shall be deemed denied as 2 of the effective date of this Resolurion, now therefore be it 3 RESOLVED, that the Mayor and the Director of Financial Services aze hereby authorized to execute the 4 Agreement dated April 15, 1998. rr �� Yeas �� Navs I� Absent �� Benanav �� ✓ �� Blakey ��_�� - �ostrom �� ✓ �� C ol eman �� ✓ �� ) Harris �� Lantrv �� ✓�� Reiter �� ✓�� I �==== ------- ====� i '== [ __��_ � Adopted by Council: Date �aa Re9�ested by Department of: 1 �nl:,�'�h�l�I. C1 IV, ('9,i�!`,r.l By: Form Appro d by C%torney By: / Adoption Certified by Council Secretary By �, sy 9 �r -aq,s GREEN SHEET Holly Hansen 15, 1998 uureoe wrt •�-�...:...* TOTAL # OF SIGNATURE PAGES oau�,�rnnxTart No 60875 � uu�v�noarv ❑ a�rttuu _ ❑ nuxaa�.arm�ccsort ❑ n�uew.aeavc�ecro ❑r�vortroRwsasn�xq ❑ (CL1P ALL LOCATIONS FOR SIGNATURE) Requesting trans£er o£ control of the cable television franchise from US West, Inc. ta US W@st, Inc. (to be renamed MediaOne Group, Inc.) PLANNING COMMISSION CIB COMMITfEE CNIL SERVICE COMMISSION t50NAL SERVICE CONTRACfS MUST ANSWER THE FOLLOWING Q Has this personffim ewer rwked urMer a conhad for this depertment7 vES nio Fias thie pcvsoNfirm ever heen a city employee? vES ra Does this Per�rtn Poaeeas a sldN not nama��YP� bY �Y curteM ciFf emPbYce? YES NO Is Mis peieonrfirm a tarpetetl vendoY7 ' YES NO On March 11, 1998, US West filed a request with the City to approve a transaction which would separate its cable holdings and other telecommunications holdings into two separate companies This transaction would eliminate cross-ownership issues which currently prohibit US West from retaining ownership of Continental Cablevision of St. Paul, Inc. The Yransaction will be allowed to go forward. IFAPPROVED NOnQ The transaction would not include the City of Saint Paul leaving the cable franchise ownership in a state of limbo, which would adverselv affect subscribers. COET�REVENUEBUDRE[ED(CiRCIEONq ACTNITY NUMBER 266-8875 rES e+o MFORMATION (E%PLAIM q�r-aqs AGREEMENT DATED APRIL 15, 1998 THE CITY OF ST. PAUL, MINNESOTA ("CITY"), COI3TTNENTAL CABLEVISION OF ST. PAUL, INC. ("CCSP"), MEDIAONE OF DELAWARE, INC. ("MEDIAONE") AND US WEST, INC. (USWEST), DO HEREBY AGREE AS FOLLOWS: WI�REAS, CCSP holds a franchise to provide cable setvice in the City, which franchise was issued on November 10, 1983 (the "Appendix H" franchise); and WI�REAS, that Appendix H franchise is subject to and has been amended by that certain Settlement Agreement dated September 15, 1992, and that certain Transfer and Modification Agreement dated November 13, 1996, and CCSP has agreed to the terms of a renewal franchise (the "Renewal Franchise") pursuant to that certain agreement dated Mazch 25, 1998, all of which are subject further to Chapter 430 of the 5t. Paul Legislative Code (collectively refened to as the "Franchise Documents"), and subject further to that certain Conective Pian Agreement and Corrective Plan, dated December 22, 1997, which agreement and plan are amended by the Renewai Franchise, and such amendments to the Pranchise Documents as may be made pursuant to that Corrective Plan Agreement (collectively, the agreement and plan including the amendments thereto, once effective, and Franchise Document amendments related thereto are refened to as the "Corrective Plan"); and WHEREAS, CCSP is owned by MEDIAONE, which in hun is owned by US WEST (collectively referred to herein as the "MediaOne Parties"); and WI�REAS, USWE5T also owns ar controls certain companies ttiat provide telecommunications services; and WHEREAS, on Mazch I 1, 1998, USWEST filed with the City a request and form (which form, along with all documents provided in connection therewith or in response to requests for information from the City with respect to the Transaction, are referred to below as the "Application"), asking for approval of a certain transaction that would result in the separation of those telecommunications companies and certain other businesses into an independent company, which new company (hereinafter "NEW U S WEST") would have the right to use the name "U.S. West, Inc." (the "Transaction"); and WHEREAS, USVJEST would, after the Transacfion, continue to control MEDIAONE and CCSP, and USWEST would be renamed "MediaOne Group, Inc."; and WHEREAS, from and after the consummation of the Transaction (the "Transaction Date"), NEW USWEST and the MediaOne Parties would have no relationship with one another, other than as required to allocate certain obligations and assets arising prior to the separation; and q � •aqs VJF�REAS, the City has deterniined that, it would not be in the public interest to approve the transaction unless approval of the Transaction satisfies certain conditions, including resolution of issues related to the expiration of the nutial franchise held by CCSP, and the MediaOne Parties aze willing to agree to such conditions; NOW TI�REFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL CONSENTS SET FORTH HEREIN, TI� PARTIES AGREE AS FOLLOWS: Section 1. t�ssumption of Franchise Obli�ations• General Re�presentations and Wananties. 11 Acce�tance - CCSP hereby continues to accept, acknowledge, and agree to be bound by a11 of the commitrnents, duties and obligations, present, continuing and future (a) of CCSP as set forth in the Franchise Documents; and (b) of CCSP as set forth in the Corrective Plan. 1.2 Assumption of Obli ations - CCSP a�ees that as between itself and the City neither the Transaction nor the City's approval of the Transaction shall in any respect relieve it of responsibility for past acts or omissions, known or unknown; and CCSP hereby re�rms that it shall be liable for and accepts the consequences of, any such acts and omissions, known and uiiln�own, inciuding liability for any and ail previously accrued but mifidfilled obligations to the City under the Franchise Documents, the Conecrive Pian and applicabie law, for ali purposes. 13 Conflicting Provisions Disallowed - The City, by its approval of this Transaction, is not approving or endorsing the terms of any document related to the Transaction. Without limiting the foregoing, to the extent there is a conflict beiween (1) the terms and conditions of this Agreement, the Franchise Documents, or the Corrective Plan; and (2) any contract (other than a contract with the City) related to the Transaction, or any contract that may affect St. Paul as a result of the Transaction, the MediaOne Parties agree that the terms of the latter sha11 be expressly subordinate to the terms and conditions of the former. 1.4 City's Reliance Upon Companies' Representations - The MediaOne Paxties acknowledge and agree that the City's consent to the Transaction is made in reliance upon the representations, documents, and informafion provided by the MediaOne Parties in connection with the Application; each of the MediaOne Parties is liable for its representations and warranties and jointly and severally liable for joint representations and wananties; and that the representations and warranties include, without limitation the following: 1.4.1 CCSP is the lessee of properiy at the Union Depot. The MediaOne Parties represent and wanant that the Transaction will not affect CCSP's continuation as lessee at the Union Depot or control of all assets related thereto. The Transaction does not require the prior approval of the landlord of the Union Depot so that consLimmation of the Transaction will not in any respect affect the lease or leases for the Union Depot including any lease for any 2 ol;'•�9S properry in that building occupied by Cable Access St. Paul, Inc., d!b/a St. Paul Neighborhood Network; 1.4.2 The MediaOne Parties represent and warrant that they understand that, in approving this Transaction, St. Paul is only agreeing to approve the Transaction set forth in the Attachment A; the City is not agreeing to approve any other or future h whether contempiated in connection with the Transaction or not, and any agreement or option that would permit a trausfer to occut without the approval of the Ciry is disallowed. 1.43 The MediaOne Parties represent and warrant that the Transacflon will not in any respect reduce the level of customer service for St. Paul, either by reducing the number of customer service representatives, tecluucians or technical managers serving St. Paul, or by consolidating the St. Paul customer service operations with other customer service operations. Notwithstanding the above, if CCSP does consolidate its customer service operations, it shall ensure that at least seventeen (1'� percent of its work force is located within the City of St. Paul. 1.4.4 The MediaOne Parties represent and warrant that there will not be an increase in subscriber rates, as a result of any cost associated with compliance with the Conective Plan, including costs associated with the amendments to the Corrective Plan provided for urider the Renewal Franchise. The MediaOne Parties further agree that any costs associated with complying with this Transfer Agreement are not external costs. The MediaOne Parties fiu stipulate that for purposes of any rate proceeding, the Transaction does 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 Transaction. 1.4.5 Each of the MediaOne Parties each hereby represent and warrant that as to it: (a) the execution and delivery of this Agreement does not contravene, result in a breach of, or consiitute a default under, any contract or agreement to which it is a party ar by which it or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time ar the giving of notice or both), and does not violate or contravene any law, order, decree, rule, regulation or restriction to which it is subject; (b) each of the MediaOne Parties is duly organized, legally existing and in good standing under the laws of the states of their respective organization; (c) the terms of this Agreement which apply to it constitute legal, valid and binding obligafions of it, enforceable in accordance with such terms; and (d) the execution and delivery of, and performance under, this Agreement is within its respective power and authority without the joinder or consent of any other pariy and have been duly authorized by all requisite action and aze not in contravention of its respective charters, bylaws, or other organizational documents, or of any indenture, agreement or undertaking to which it is a party or by which its is bound. Section 2. Promise of MediaQne Parties With Respect to Guarantee. Each of the MediaOne Parties agrees that, from and after the consuimnation of the asr��qs Transaction, it will not take any action inconsistent with the promises contained in the Franchise Documents, or the Corrective Plan. USWEST agrees that it sha11 continue to guarantee the performance of CCSP. USWEST agrees that, prior to the Transaction Date, it shall deliver an unconditional coufirmation of its guarantee, so that it is cleaz that the guarantee will be binding upon USWEST after any name change. Section 3. Promise of the MediaOne Parties With Respect to Documents. The MediaOne Parties agree thax they will obtain control of and retain at an accessible location al1 documents related to the cable system, including all documents that show or record revenues derived from the operafion of the cable system in the City; no such documents will be retained by or transferred to the NEW U S WEST or any affiliate thereof, without the express written pernussion of the City, which permission need not be granted unless the City obtains agreements satisfactory to it that ensure that the City will have access to the documents at the St. Paul City Hail within 30 days of a request therefor for inspection and copying. Section 4. Na Waiver. By its consent to the Transacfion and execution of this Agreement, the City waives none of its rights or prospective rights with respect to CCSP's compliance with the terms, conditions, requirements and obligations set forth in the Franchise Documents or the Conective Plan), or CCSP's obiigations with respect to the same. Section 5. Conditions U�on Consent 5.1 Reimbursement - CCSP agrees to pay the Ciry $20,000 in conjunction with City's review of the Transacflon to cover the costs of the Ciry in connection with that review. The payment shall be due 10 days after the passage of a City ord'mance or resolution that provides for approval of the Transaction. 5.2 Conditions That Must Be Satisfied - The MediaOne Parties agree that the approvai granted by the City shall not become effective unless each of the following conditions is satisfied. If the conditions are not sarisfied, the MediaOne Parties agree that the Transaction request shall be deemed properly and timely denied prior to Transaction Date. 5.21. Prior to the Transaction Date, CCSP must have signed an unconditional acceptance of all of the Franchise Documents, and al1 of the Franchise Documents (other than the Appendix H franchise which will have been renewed and replaced), must be in full force and effect; 5.2.2. Prior to the Transaction Date, a11 payments required under this Agreement, and ali guarantees required must have been delivered and accepted by the City. 5.23. Prior to the Transaction Date, all required insurance, bonds and letters of credit must have been abtained and proof of the sazne must be provided to the City. 0 °ltr-�9s 5.3 Obli�ations not Franchise Fees - The MediaOne Parties agree that none of the costs it must incur, or payments that it must make under this Agreement constitute franchise fees, and instead fall withiu one or more of the exceptions set out in 47 U.S.C_ §542(g)(2), and each of the MediaOne Parties further agrees it wi11 not raise any claim or defense to the contrary, in any forum. Without iimiting the materiality of any other provision, is agreed that the City would not have approved the Transacfion without this provision. Secrion 6. Effect of Failure to Com�l�with this A,greement. The City may exercise any remedy that it has available to it at law or at equity, ar under the Franchise Documents or Conective Plan against any or all of the MediaOne Parties that breach this Agreement in any respect. In addition, without limiting the foregoing, if the MediaOne Parties fail to comply with any requirement of this Agreement that requires aclion or prohibits a certain acfion after the Transaction Date, the parties agree that the City may declare the City's approval of the Transaction void (in which case the obligations of the parties shall be as if the Transaction never occurred); or may terminate the cable franchise held for the City by any of the MediaOne Parties. If any of the representations or warranties is false or misleading, the City may, at its option, revoke any approval of the Transaction which denial the parties agree shall be deemed fimely, and in which case the obligations of the parties sha11 be as if the Transaction never occurred; or may terminate the cable franchise held for the City by any of the MediaOne Parties. Section 7. Indemnitv. Each of the MediaOne Parties agrees to indemnify and hold the City hannless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys' fees) incurred as a result of any representation or warranty made by such party which proves to be untrue or inaccurate in any respect; or arising out of any litigation in connection with the Transaction, or arising out of any litigation resulting from termination of the proposed transfer to certain entities owed or controlied by Charter Communications, Inc.. Section 8. Sunset. In the event the Transaction Date has not occurred on or before July 31, 1998, or closes on terms that aze in any material respect different from the terms disclosed to the City in writing in the Application, then any City consent to the Transaction shall be deemed revoked, and the Transaction tunely denied. Section 9. Waiver of Claims. The MediaOne Parties hereby waive any and all claims that they may have that any denial of the Application that results from Sections 1-8 fails to satisfy the deadlines established by applicable law including, without limitation, claims based on, arising out of, or relating to section 617(e) of the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, 106 Stat. 1460 (1992), as amended by the renewal and replacement franchise, and agree that they shali be deemed to have agreed to an extension of the time to act on the Application as required to make any denial effective. q� -� 9S ection 10. Miscellaneous Provisions. 10.1 Acceptance of Agreement - By signing this Agreement, (i) each of the MediaOne Parties accept, and agree to comply with, each provision hereof that applies to it; (ii) the MediaOne Parties acknowledge and accept the City's right to consent to the Transaction, and to enter into this Agreement; (iii) each of the MediaOne Parties agrees that it will not, directly or indirectly, oppose intervention by the City in any proceeding affecting the System except where interveniion is prohibited by law; and (iv) each of the MediaOne Parties agrees that the approval of the Transaction was granted pursuant to processes and procedures consistent with Appl3cable Law, and that it will not raise, and hereby espressly waives, all claims to the contrary. 10.2 Representations Warranties Material - Any representations and warranties made in this Agreement are material. It is a material breach of this Agreement if any representation or warranty proves to be untrue, inaccurate or incomplete in any material respects. 10.3 Binding Ayreement - This Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, hustees, successors and assigns, and the promises and obligations herein sha11 survive the effective date hereof. 10.4 Govemin,g Law - This Agreement shall be governed in all respects by the law of the State of Minnesota. 10.5 Draftin - This Agreement is the product of common negotiations among the parties and shail not be construed against any party on any grounds related to drafting, revision, review, or recommendarion by any agent or representative of any party. 10.6 Time of the Essence - Tn determining whether a party has complied with this Agreement, the parties agree that time is of the essence. 10.7 Unaffected Riehts - This Agreement should not be construed to affect any rights the US WEST Parties ar NEW U S WEST may othenuise have with respect to each other, or any other entity. 10.8 Counter�arts - 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 ali who signed it without production of, or accounting for, any other counterpart, and all separate counterparts sha11 constitute the same agreement. �lF•� 10.9 Captions - The captions and headings of this Agreement aze for convenience and reference purposes only, and shall not affect in any way the meaning and interpretafion of any provisions of this Agreement. FOR TFIE CITY OF ST. PAUL / / ;, /1-� $Y , ;�� ,. T` Mayor � v, � � '� j By Date , i �� Director of Financial Services L�- �j'�(� FOR U S WEST, INC. By Its Date FOR CONTINENTAL CABLEVISION OF ST. PAUL, INC. : Its Date FOR MEDIAONE OF DELAWARE, INC. I: Its Date G:AUSERS�FIANSEN�CONTL\TRANSFERIAGMT4159.DOC �� CORPORATE GUARANTY OF W � � U S «'EST, INC. �� i � �', RE�'AMED MEDTAONE GROUP,INC. � � �'�' �'� ("Guaranty") is executed as of ��•�� Z� ,� 8, by U S D �"�` °�� i` One Group, Ina ("Guarantor"), for the benefit ofthe municipality o� C ,�C t g — �xn�rT.� c ccmv WHEREAS, purst Continental Cablevision o Franchise amendments rel cable television and re]atec WHEREAS, Guar WHEREAS, this restructuring of U S VJE� Grantee dated April 15, 1 benefit to Guarantor. NOW, TI�REFOF agree as follows: < v��(�h ^ ` . �� f✓,� �ln.��' C� �� . �4-1 �9�^'�- � y,t�„ �,tc,�-,. --�'�,US Y�-�i l�lJ �� f�-. it9�J�'� � �a _ � � �S� � `�� C� q� �-�� ) � �-CI zs� between the Authority and sments, understandings and � to the provision of and �rity's approval of the between Authorfty and i, as such, constitutes a the parties do hereby 1. Guarantor irrevocably and unconditionally guazantees to the Authority or iYs 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, ordinances and regulations. This Guaranty 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 notice requirement that might otherwise apply. Guarantor's obligations are irrevocable, unconditional and absolute (except as provided by paragraph 2 b hereo� and shall not be affected by: a. The waiver by the Authority of the performance or observance by Crrantee or Guarantor or any of the obligations under the Franchise, this Guazanty, or the Agreement dated April 15, 1998. b. The extension of the term of, or the extension of time for performance under, or any oYher amendment to, the Pranchise, or applicable law affecting the Franchise (whether material or otherwise); 2. This Guaranty shall be effective upon its execution and shall supersede and replace any and ali prior guaranties by U S WEST, Inc. of Grantee's performance of its obligations under the Franchise, and shall run throughout the term of the Franchise and any renewal or extension thereof, except that this Guaranty shall ternunate 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 occurring prior to the effective date of this Guaranty 3. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall pay Authority all costs and expenses (including court costs and attomey's fees) incurred by Authority in the successful enforcement hereof. 4. Csuarantor represents and wazrants that the execution, 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 rea lation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time oz both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien or any contract, agreement or other instrument to which Guarantor is a pariy or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws o£general application relating to the enforcement to creditor's rights. 5. The Guarantor agrees that no failure to exercise, and no delay in exercising, on the party ofthe Authority, any right hereunder shall operate as a waiver thereof, nor sha11 any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of the Authority hereunder shal] be in addition to all other rights provided by law. I�TO modification or waiver of any provision of this Guazanty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. 6. Tlus Guazanty shall be govemed by and construed in accordance with the laws of the State of Minnesota and the applicable laws of the United States of America. 7. This Guazanty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced. 8. Notwithstanding anything to the contrary above, the term "Guazantor" refers to U S WEST, Inc. until U S WEST, Inc. is renamed MediaOne Group, Inc. as contemplated hy and described more fully in the April 15, 1998 Agreement. From and after the date it is renamed, the Guarantor shall be MediaOne Group, Inc. which shall be fully responsible for any liability that may have accrued under this Guaranty or prior guarantees, as if they had originally been given in its name. The name change wili occur as part of a transaction through which U S WEST, Inc.'s telecommunications and cable operations are separated. That sepazation shall in no respect affect this or any other Guaranty. 9. This Guaranty shall be effective and may be enforced without the Authority e�austing remedies it may have against Grantee. IN WI'I1�'ESS WHEREOF, CTUazantor has caused this Guazanty to be duly executed by its authorized officers as ofthe day and year first above written. U S WEST, BY �� ,� C�-G� AGREEMENT DATED APRIL 15, 1498 TF3E CITY OF ST. PAUL, MINNESOTA ("CITY"), CONTINENTAL CABLEVISION OF ST. PAUL, INC. ("CCSP"), MEDIAONE OF DELAWARE, INC. ("MEDIAONE") AI3D L3S WEST, II3C. (USWEST), DO HEREBY AGREE AS FOLLOWS: WHEREAS, CCSP holds a franchise to provide cable service in the City, which franchise was issued on November 10, 1983 (the "Appendix H" franchise); and WfiEREAS, that Appendix H franchise is subject to and has been amended by that certain Settlement Aa eement dated September 15,1992, and that certain Transfer and Ivlodification Agreement dated l�ovember 13, 1946, and CCSP has agreed to the terms of a renewal franchise (the "Renewal Franchise") pursuant to that certain agreement dated March 25, 1998, all of which are subject further to Chapter 430 of the St. Paui Legislative Code (collectively refened to as the "Franchise Docuznents"), and subject further to that certain Corrective Plan Agreement and Corrective Plan, dated December 22, 3 997, which agreement and plan are amended by the Renewal Franchise, and such amendments to the Franchise Documents as may be made pursuant to that Corrective Plan Agreement (collectively, the agreement and plan including the amendments thereto, once effective, and Franchise Document amendments related thereto aze refened to as the "Conective Plan"); and WHEREAS, CCSP is owned by MEDIAONE, which in tum is owned by USWEST (collectively referred to herein as the "MediaOne Parties"); and WHEREAS, USWEST alsa owns or controls certain companies that provide telecoznmunications services; and VJHEREAS, on Mazch 11, 1998, USWEST filed with the City a request and form (which form, along with all documents pzovided in connection therewith or in response to requests for information from the Ciry with respect to the Transacfion, are referred to below as tl�e "Appl;cation"), asking for approval of a certain transaction that would result in the sepazation of those telecommunications companies and certain other businesses into an independent company, which new company (hereinafter "NEW U S WEST") would have the rigJ�t to use the name "U.S. West, Inc." (the "Transaction"); and WHEREAS, USWEST would, after the Transaction, continue to control MEDIAONE and CCSP, and USWEST would be renamed "MediaOne Group, Ina' ; and WHEREAS, from and after the consummation of the Transaction (the "Transaction Date"), NEW I3SWEST and the MediaOne Parties would have no relationship with one another, other than as required to allocate certain obligations and assets arising prior to the separation; and y WHEREAS, the City has determined that, it would not be in the public interest to approve the transaction unless approval of the Transaction satisfies certain conditions, including resolution of issues related to the expirafion of the inifial franchise held by CCSP, and the MediaOne Parties aze willing to agree to such conditions; NOW THEREFORE, IN CONSIDERATION OF TAE FOREGOING AND THE MUTUAL CONSENTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS: Section 1. Assumption of Franchise Obligations• General Re_presentations and Warranties. 1.1 Acceptance - CCSP hereby cantinues to accept, acknowledge, and agree to be bound by all of the commitments, duties and obligations, present, continuing and future (a) of CCSP as set forth in the Franchise Documents; and (b) of CCSP as set forth in the Conective Plan. 1.2 Assumption of Obli ations - CCSP agrees that as between itseif and the City neither the Transaction nor the City's approval of the Transaction shall in any respect relieve it of responsibility for past acts or omissions, known or unknown; and CCSP 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 unfulfilled obligations to the City under the Franchise Documents, the Corrective Plan and applicable law, for all purposes. 13 Conflictin� Provisions Disallowed - The City, by its approval of this Transaction, is not approving or endorsing the terms of any document related to the Transaction. Without limiting the foregoing, to the extent there is a conflict between (1) the terms and conditions of ihis Agreement, the Franchise Documents, or the Corrective Plan; and (2) any contract �other than a contract with the City) related to the Transaction, or any contract that may affect St. Paul as a result of the Transaction, the MediaOne Parties agree ihat the terms of ttie latter shall be expressly subordinate to the terms and conditions of the former. 1.4 C�'s Reliance Upon Companies' Representations - The MediaOne Parties acknowledge and agree that the City's consent to the Transaction is made in reliance upon the representations, documents, and information provided by the MediaOne Parties in connection with the Application; each of the MediaOne Parties is liable for its representations and warranties and jointly and severally liable for joint represeniations and warranties; and that the representations and warranties include, without limitarion the following: 1.4.1 CCSP is the lessee of property at the Union Depot. The MediaOne Parties represent and warrant that the Transaction will not affect CCSP's continuation as lessee at the Union Depot or control of a11 assets related thereto. The Transaction does not require the prior approval of the landlord of the Union Depot so that consummation of the Transaction wi11 not in any respect afFect the lease or leases far the Union Depot including any lease for any I� properiy in that building occupied by Cable Access St. Paul, Inc., d/bla St. Paul Neighborhood Network; 1.4.2 The MediaOne Parties represent and warrant that they understand that, in approving this Transaction, St. Paul is only agreeing to approve the Transaction set forth in the Attachxuent A; the City is not agreeing to approve any other or future transfer, whether contemplated in connection with the Transaction or not, and any agreement or option that would permit a transfez to occur without the approval of the City is disaliowed. 1.43 The MediaQne Parties represent and warrant that the Transaction will not in any respect reduce the 1eve1 of customer service for St. Paul, either by reducing the number of customer service representatives, technicians or technical managers serving St. Paul, or by consolidating the St. Pau1 customer service operations with other customer service operations. Notwithstanding the above, if CCSP does consalidate its customer service operations, it sha11 ensure that at least seventeen (1� percent of its work force is located within the City of St. Paul. 1.4.4 The MediaOne Parties represent and warrant that there will not be an increase in subscriber rates, as a result of any cost associated with compliance with the Corrective Plan, including costs associated with the amendments to the Corrective Plan provided for under the Renewai Franchise. The MediaOne Parties further agree that any costs associated with complying with this Transfer Agreement are not eaternal costs. The MediaOne Parties further stipulate that for purposes of any rate proceeding, the Transaction does not result in a cognizable increase in good wilI, intangibles or tangibie assets of the cable system serving St. Paul, above the level that could have been reflected in rates prior to the Transaction. 1.4.5 Each of the MediaOne Parties each hereby represent and warrant that as to it: (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 would 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, rule, regulation or restriction to which it is suhject; (b) each of the MediaOne Parties is duly organized, legally existing and in good standing under the laws of the states of their 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, this 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 organizational documents, or of any indenture, agreement or undertaking to which it is a party or by which its is bound. Section 2. Promise of MediaOne Parties With Respect to Guazantee. Each of the MediaOne Parties agrees that, from and after the consummation of the 3 Transaction, it will not take any action inconsistent with the promises "contained in the Franchise Documents, or the Correcfive Plan. USWEST agrees that it shail continue to guarantee the _ performance of CCSP. USWEST agrees that, prior to the Transaction Date, it shall deliver an unconditional confirmation of its guarantee, so that it is clear that the guarantee will be binding upon USWEST after any name change. Section 3. Promise of the MediaOne Parties With Respect to Documents. The MediaOne Parties agree that they will obtain controi of and retain at an accessible location all documents related to the cable system, including all documents that show or record revenues derived from the operation of the cable system in the City; no such documents will be retained by or transfened to the NEW U S WEST or any affiliate thereof, without the express written permission of the City, which pemussion need not be granted unless the City obtains agreements satisfactory to it that ensure that the City will have access to the documents at the St. Paul City Hail within 30 days of a request therefor for inspection and copying. Section 4. No Waiver. By its consent to the Transaction and execution of this Agreement, the City waives none of its rights or prospective rights with respect to CCSP's compliance with the terms, conditions, requirements and obligations set forth in the Franchise Docuxnents or the Corrective Plan), or CCSP's obligations with respect to the same. Section 5. Conditions Uoon Consent 5.1 Reimbursement - CCSP a�rees to pay the City $20,00� in conjunction with City's review of ihe Transacrion to cover the costs of the City in connection with that review. The payment shall be due 10 days after the passage of a City ordinance or resolution that provides for approval of the Transacrion. 5.2 Conditions That Must Be Satisfied - The MediaOne Par'ties agree that the approvai granted by the City shall not become effective unless each of the following conditions is satisfied. If the conditions are not satisfied, the MediaOne Parties agree that the Transaction request shall be deemed properly and tnnely denied prior to Transaction Date. 5.2.1. Prior to the Transaction Date, CCSP must have signed an unconditional acceptance of all of the Franchise Documents, and all of the Franchise Documents (other than the Appendix H franchise which wiil have been renewed and replaced), must be in full force and effect; 5.2.2. Prior to the Transaction Date, all payments required under this Agreement, and all guarantees required must have been delivered and accepted by the City. 5.23. Prior to the Transaction Date, ali reguired insurance, bonds and letters of credit must have been obtained and proof of the same must be provided to the City. 53 OhliEations not Franchise Fees - The MediaOne Parties agree that none of the costs it must incur, or payments that it must make under this Agreement constitute franchise fees, and instead fall within one or more of the exceptions set out in 47 U.S.C. §542(g)(2), and each of the MediaOne Parties fiirther agrees it will not raise any claim or defense to the conirary, in any forum. Without limiting the materiality of any other provision, is agreed that the City would not have approved the Tzansaction without this provision. Section 6. Effect of Failure to Com�l,v with this AQreement. The City may exercise any remedy that it has available to it at law or at equity, or under the Franchise Documents or Conecrive Plan against any or a11 of the MediaOne Parties that breach this Agreement in any respect. In addition, without limiting the foregoing, if the MediaOne Parties fail to comply with any requirement of this Agreement that requires action or prohibits a certain aetion after the Transaction Date, the parties agree that the City may deciaze the City's approval of the Transaction void (in which case the obligations of the parties shall be as if the Transaction never occurred); or may terminate the cable franchise held for the City by any of the MediaOne Parties. If any of the zepresentations or wananties is false or misleading, ihe City may, at its option, revoke any approval of the Transaction which denial the parties agree shail be deemed timely, and in which case the obligations of the parties shall be as if the Transaction never occurred; or may terminate the cable franchise held for the City by any of the MediaOne Parties. Section 7. nde nitv. Each of the MediaOne Parties agrees to indemnify and hold the City hannless against any loss, ciaim, damage, liability or expense (including, without limitation, reasonable attorneys' fees) incurred as a result of any representation or warranty made by such party which proves to be untrue or inaccurate in any respect; or arising out of any litigation in connection with the Transaction, or arising out of any litigation resulting from termination of the proposed transfer to certain entities owed or controlled by Charter Communications, Inc.. Section 8. Sunset. In the event the Transaction Date has not occu'rred on or before 3uly 31, 1998, or closes on terms that are in any material respect different from the terms disclosed to the City in writing in the Application, then any City consent to the Transaction shali be deemed revoked, and the Transaction timely denied. Section 9. Waiver of Claims. The MediaOne Parties hereby waive any and a11 claims that they may have that any denial of the Application that results from Sections 1-8 fails to satisfy the deadlines established by applicable law inciuding, without limitation, claims based on, arising out of, or relating to section 617(e) of the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, 106 Stat. 1460 (1992), as amended by the renewal and replacement franchise, and agree that they shall be deemed to have agreed to an e�ension of the time to act on the Appiication as required to make any denial effective. 5 ection 10. Miscellaneous Provi 'ons. 10.1 Acceptance of Aareement - By signing this Agreement, (i) each of the MediaOne Parties accegt, and agree to comply with, each provision hereof that applies to it; (ii) the MediaOne Parties acknowledge and accept the City's right to consent to the Transaction, and to enter into this Ageement; (iii) each of the MediaOne Parties agrees that it will not, d'uectly or indirectly, oppose intervention by the City in any proceeding affecting the System except where intervention is prohibited by law; and (iv) each of the MediaOne Pazties agrees that the approval of the Transaction was granted pursuant to processes and procedures consistent with Applicabie Law, and that it will not raise, and hereby expressly waives, all claims to the contrary. 10.2 Representations 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 untrue, inaccurate or incomplete in any material respects. 103 Binding A�reement - This Agreement shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns, and the promises and obligations herein shall survive the effeciive date hereof. 10.4 Governine Law - This Agreement shall be governed in all respects by the law of the State of Minnesota. i0.5 ra in - This Agreement is the product of common negotiations among the parties and shall not be construed against any pariy on any grounds related to drafting, revision, review, or recommendation by any agent or representative of any pariy. 10.6 Time of the Essence - In determining whether a party has complied with this Agreement, the parties agree that time is of the essence. 10.7 Unaffected Ri ts - This Agreement should not be construed to affect any rights the US WEST Parties oz NEW U S VJEST may otherwise have with respect to each other, or any other entity. 10.8 Counteroarts - This document may be executed in mulfiple counterparts, and 6y the parties hereto on separate counterparts, and each counterpart, when executed and delivered, shail 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 sazne agreement. 0 < 10.9 Captions - The cap$ons and headings of this Agreement aze for convenience and reference purposes only, and shall not affect in any way the mean'ng and interpretation of any provisions of tlus A�eement. Approved as to form: � Ass stant City Attorney (i:\USERSV3ANSEMCONTL\TRA2.SFERV+GMT4159.DOC FOR [3 of Financial Services �b�0.� ie /1f1�►// �7f/./Jl'�� "� , �. - FOR CONT NTAL Ce OF ST. AU , C. By � rts 4 _ r _ FO By tts �� / r e Z �l� : - Stzu�ture of the �ompanies � After the Separation ATTACHI�iENT A �S�—C, �T1C. (To be renamed U S �T1EST, Inc.) U S West, Inc. (To be renamed MediaOne Group, Inc.) U S WEST Communications, ; MediaOne of � Delaware, Tnc. � (Continental) TWE I ;Intemational ___ ___, New Vector; G � !0 Various Intermedi ate and Franchiseholding Subsidiaries � The cellulzr operations will be sold pursuant to the AirTouch transaction Structu�e of the Companies f� � r / � � — 1 After the Separation ATTACHI�IENT A USW C, Inc. (To be renamed U S WEST, Inc.) U S WEST Communications, MediaOne of Delaware, Inc. (Continental) Various Intermediate and Franchisehoiding Subsidiaries U S West, Inc. (To be renamed MediaOne Group, Inc.) TWE I IInternational New Vector � Group � � U The cellular ogerations will be sold pursuant to the AirTouch transaction NOTICE OF PUBLIC HEARING There will be a public hearing on Wednesday, April ] 5. 1998 to heaz public com- ents on whether the requested transfer of controi of the cable television franchise om US West. Inc. to US West, Inc. (to be renamed MediaOne Group. Inc.J may 3versely affect Saint Paul cable subscribers. Public hearings begin at 5:30 p.m. and - e held in the City Council Chambers. Those wish{ng to submit written comments on :is matter may send them to Holly Hansen, Cable OfScer. City of St. Paul: 68 City Ha77. 5 W. Keilogg Btvd.. St. Paul, MN 55102. (Nfazch 31, 1998) . . - /IT OF PUBLICATION "-- - --- — -- — - STa."fe ofMirine3oca; Gounty�oz Kamsey ��. Patrick Boulay, being duly sworn, on oath says that he is the publisher of the newspaper known as the St. Paul Legal Ledger and has fu11 knowledge of Yhe facts which are stated below: (A) The newspaper has complied with all of the requirements constituting as a qualified leaal newspaper, as provided by Minnesota Statute 331A.02, 331A.07, and other applicable laws, as amended. (B) The printed NOTICE OF PUBLIC HEARiNG which is attached was cut from the columns of said newspaper and was printed and published once; it was published on Tuesday, the 31 day of March, 1998; and printed below is a copy of the lower case alphabet from A to Z, both inclusive, which is hereby acknowledged as being the size and kind of type used in the composition and publication of said notice: abc d efghi� klmnopqrsmvwxyz �� Subscribed and sworn to before me this 31�` day of March, 1998. ---� �� i / ��Z' - � ___, L/ C.^NYM+M G � �'.�� dAY6A I.�SILE� � �' NQ TARYPEJBLIC - 4fNNEEOi' n � � MY Comm. Expires J�n. 89. £c:;. � L>wa:�^C�,MA�PMM+� �y"W^� .r� Rate Information (1) Lowest classified rate paid by commercial users for compazable space is SN/A. (2) MaYimum rate a]]owed by ]aw for the above publication is �18.46. (3) Rate actually chaz�ed for the above publication is 516.78.