CABLE TV FRANCHISE
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December 16, 2003
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TRANSFER AGREEMENT
THIS AGREEMENT is made this \tr' day of1xc:::ef\1 bey ,2003, by and between:
A. City of Clearwater ("CITY");
B. Verizon Media Ventures Inc. a Delaware corporation, hereinafter referred to as
VERIZON; and
C. Knology Inc., a Delaware corporation, hereinafter referred to as KNOLOGY INC.
D. Knology Broadband of Florida, Inc. a Delaware corporation, hereinafter referred
to as KNOLOGY; and
E. Knology New Media, Inc. a Delaware corporation and wholly owned subsidiary of
Knology Inc., hereinafter referred to as KNOLOGY NEW MEDIA.
F. KNOLOGY AND KNOLOGY NEW MEDIA etc. may be referred to jointly herein as
"COMPANIES".
RECITALS
WHEREAS, VERIZON currently holds a cable franchise (the "FRANCHISE") from the
CITY subject to the GTE Media Ventures Cable Franchise Ordinance, CITY Ordinance
No. 6046-96. ("FRANCHISE AGREEMENT"), as modified and becoming a part thereof, by
stipulations attendant to a nominal change in control, from GTE Media Ventures
Incorporated and Bell Atlantic Corporation in Resolution No. 00-13, all of which
documents, as any of them may lawfully be or may have been amended from time to
time, are collectively referred to as the "FRANCHISE DOCUMENTS"; and
WHEREAS, by action of its Board Directors and stockholder, effective June 23,
2000, GTE Media Ventures Incorporated changed its name to Verizon Media Ventures
Inc. ("VERIZON") and has provided cable television service to subscribers in the CITY;
and
WHEREAS, pursuant to an Asset Purchase Agreement dated July 15, 2003
("Asset Purchase Agreement"), KNOLOGY NEW MEDIA will acquire the franchise currently
held by VERIZON and the cable system serving the CITY ("SYSTEM") both of which will
then be assigned to KNOLOGY (the "PROPOSED TRANSACTION"); and
WHEREAS, the FRANCHISE AGREEMENT Section 14(A) provides that the prior
approval of the CITY is required for the PROPOSED TRANSACTION; and
WHEREAS, VERIZON and THE COMPANIES filed an FCC Form 394 with the CITY and
requested that the CITY approve the PROPOSED TRANSACTION (the "TRANSFER
APPLICATION"); and
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(:2)
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December 16, 2003
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WHEREAS, KNOLOGY agrees to provide a guarantee, in the attached form, from
KNOLOGY INC. guaranteeing performance by KNOLOGY of all of KNOLOGY'S obligations
under the FRANCHISE DOCUMENTS and this Transfer Agreement; and
WHEREAS, THE COMPANIES have agreed to comply with the FRANCHISE DOCUMENTS
and applicable law from and after the completion of the PROPOSED TRANSACTION; and
WHEREAS, relying on VERIZON, and THE COMPANIES' respective representations,
the CITY is willing to grant its consent to the PROPOSED TRANSACTION, subject to the
terms and conditions set forth herein.
Now, THEREFORE, in consideration for the CITY's consent to the PROPOSED
TRANSACTION, and subject to the terms and conditions of this Agreement and of the
CITY's Resolution consenting to the PROPOSED TRANSACTION ("TRANSFER RESOLUTION"),
THE PARTIES DO HEREBY AGREE as follows:
Section 1. DEFINITION For purposes of this Agreement, "FRANCHISEE" shall
mean VERIZON prior to the closing of the PROPOSED TRANSACTION, and KNOLOGY on and
after that date.
Section 2. TRANSFER OF FRANCHISE
2.1 The foregoing recitals are true and correct and are incorporated herein by
reference.
2.2 The CITY has consented through the TRANSFER RESOLUTION to the
PROPOSED TRANSACTION as specified in the TRANSFER APPLICATION, in consideration for
the promises and performances of VERIZON and THE COMPANIES as expressed in this
Transfer Agreement.
Section 3. ACCEPTANCE OF FRANCHISE OBLIGATIONS
3.1 KNOLOGY hereby accepts, acknowledges, and agrees that, after the
PROPOSED TRANSACTION, KNOLOGY will be bound by all the commitments, duties, and
obligations, present, continuing and future, of the FRANCHISEE embodied in the
FRANCHISE DOCUMENTS, and that the PROPOSED TRANSACTION will have no effect on these
obligations.
3.2 VERIZON and the COMPANIES agree that neither the PROPOSED TRANSACTION
nor the CITY's approval of the PROPOSED TRANSACTION shall in any respect relieve the
FRANCHISEE or any of its successors in interest of responsibility for its past acts or
omissions, known or unknown. VERIZON hereby agrees that, except to the extent
otherwise covered by separate agreements, it shall be liable for its past acts and
omissions, known and unknown, including liability for any and all previously accrued but
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December 16, 2003
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unfulfilled obligations to the CITY, under the FRANCHISE DOCUMENTS and applicable law,
for all purposes, including but not limited to review of past performance. KNOLOGY
agrees that, for purposes of determining whether its FRANCHISE should be renewed, all
acts and omissions of FRANCHISEE occurring prior to this Agreement will be deemed to
be those of KNOLOGY. The PROPOSED TRANSACTION shall not restrict or expand the rights
of the COMPANIES under or related to the FRANCHISE DOCUMENTS as compared to those
that could have been exercised by the FRANCHISEE prior to the PROPOSED TRANSACTION.
3.3 VERIZON shall ensure that all records pertaining to the FRANCHISE, including
financial records, shall continue to be available after the PROPOSED TRANSACTION in the
same way and to the same extent such information was available prior to the PROPOSED
TRANSACTION. KNOLOGY shall ensure that all records pertaining to the FRANCHISE in its
possession, shall continue to be available after the PROPOSED TRANSACTION in the same
way and to the same extent such information was available prior to the PROPOSED
TRANSACTION.
3.4 KNOLOGY represents and warrants that it has and will have complete and
actual working control over the system.
3.5 KNOLOGY shall execute and submit to the CITY an Acceptance of
Franchise by KNOLOGY in substantially the form attached hereto as Exhibit B.
3.6 KNOLOGY agrees to provide a guarantee from Knology, Inc. and KNOLOGY
NEW MEDIA in the form specified in Exhibit A, which is acceptable to the CITY,
guaranteeing performance by KNOLOGY of all of KNOLOGY'S obligations under the
FRANCHISE DOCUMENTS and this Transfer Agreement. The signed guarantees must be
provided on or before the closing of the PROPOSED TRANSACTION.
3.7 VERIZON and the COMPANIES agree that, from and after the consummation
of the PROPOSED TRANSACTION it shall comply with all of the terms and conditions set
forth in this Transfer Agreement. VERIZON agrees that it will not take any action, without
cause, that prevents KNOLOGY from complying with its obligations under the Franchise
Documents or this Agreement. VERIZON agrees that it will provide the CITY 20 days
prior notice of any action taken by VERIZON which may reasonably result in an
interruption or degradation of service to KNOLOGY subscribers on account of a failure by
KNOLOGY to meet an obligation under any agreement between KNOLOGY and VERIZON.
Section 4. RESERVATION OF RIGHTS
4.1 The CITY reserves all rights not expressly granted in this Transfer
Agreement, including without limitation those specified below.
4.2 The CITY waives none of its rights with respect to the FRANCHISEE', the
COMPANIES' or VERIZON'S compliance with the requirements set forth in the FRANCHISE
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December 16, 2003
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DOCUMENTS. At no time will the COMPANIES contend, either directly or indirectly, that the
CITY is barred, by reason of the PROPOSED TRANSACTION, from considering, or raising
claims based on, any defaults of KNOLOGY or VERIZON, any failure by KNOLOGY or
VERIZON to provide reasonable service in light of the community's needs, or any failure
by KNOLOGY or VERIZON to comply with the terms and conditions of the FRANCHISE
DOCUMENTS or with applicable law. The CITY approval of the PROPOSED TRANSACTION
shall in no way be deemed a representation by the CITY that the FRANCHISEE is in
compliance with all of its obligations under the FRANCHISE DOCUMENTS.
4.3 Neither this Transfer Agreement, nor any other action or omission by the
CITY at or before the execution of this Transfer Agreement, shall be construed to grant
the CITY's consent to any future transfer of the FRANCHISE and/or the System, and/or
any future change in ownership and/or control of the FRANCHISE and/or the System, or to
mean that the CITY's consent to any future transaction is not required.
4.4 Any consent given by the CITY to the PROPOSED TRANSACTION is made
without prejudice to, or waiver of, the CITY's right to investigate and take into account
any lawful considerations during any future FRANCHISE renewal or transfer process.
4.5 This Transfer Agreement does not affect and shall not be construed to
affect the rights and authority of the CITY to regulate or authorize, by ordinance, license
or otherwise, use of the public rights-of-way for purposes other than for cable service.
Section 5. REPRESENTATIONS AND WARRANTIES
5.1 VERIZON and each of the COMPANIES hereby represents and warrants that
at the time of the execution of this Agreement: (a) it is a corporation or partnership duly
organized, validly existing and in good standing under the laws of the jurisdiction in
which it is organized; (b) the FRANCHISE DOCUMENTS and, assuming due execution
hereof by the other parties hereto, this Transfer Agreement constitute legal, valid and
binding obligations of such Company enforceable in accordance with their terms; (c) the
execution and delivery of, and performance by such Company under, this Transfer
Agreement and the FRANCHISE DOCUMENTS, where applicable, are within such
Company's power and authority without the joinder or consent of any other party and
have been duly authorized by all requisite corporate or partnership action on the part of
such Company and are not in contravention of such Company's partnership agreement,
charter, bylaws, and/or other organizational documents; and (d) no representation made
to the CITY by such Company is incomplete, untrue or inaccurate in any material
respect.
5.2 KNOLOGY represents and warrants that neither the PROPOSED TRANSACTION
nor this Transfer Agreement will adversely affect KNOLOGY'S ability to meet the
requirements of the current FRANCHISE DOCUMENTS, or to meet the CITY's future cable-
related needs and interests in a renewal FRANCHISE.
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December 16, 2003
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5.3 KNOLOGY represents and warrants that the PROPOSED TRANSACTION will not
have any adverse financial effect on the System, or adversely affect performance.
5.4 KNOLOGY represents and warrants that after the PROPOSED TRANSACTION,
KNOLOGY'S financial qualifications will be such as shall enable it to maintain and operate
the System in the CITY.
5.5 KNOLOGY represents and warrants that the PROPOSED TRANSACTION will not
in any respect reduce the quality of customer service in the CITY.
5.6 KNOLOGY represents and warrants that the PROPOSED TRANSACTION will not
reduce the quality of existing system maintenance or repair.
Section 6. INDEMNIFICATION
6.1 VERIZON and each of the COMPANIES agree to indemnify and hold the CITY
harmless against any loss, claim, damage, liability or expense (including, without
limitation, reasonable attorneys' fees) caused by any representation or warranty made
by that Company herein which is determined by a court of competent jurisdiction or by
the parties to be untrue or inaccurate in any material respect.
6.2 In addition to any indemnification under the FRANCHISE DOCUMENTS,
KNOLOGY shall indemnify and hold the CITY harmless against any loss, claim, damage,
liability or expense (including, without limitation, reasonable attorneys' fees) incurred by
the CITY in connection with any action or proceeding commenced by a third party (not
one of the parties to this Transfer Agreement) claiming or asserting any liability of the
CITY relating to or arising from the PROPOSED TRANSACTION or this Transfer Agreement.
6.3 VERIZON shall indemnify, pay the cost of defense, including attorney's
fees, and hold harmless the CITY from all suits, actions or claims of any character
brought on account of any injuries or damages received or sustained by any person,
persons or property by or from the Franchise; or by, or in consequence or of any neglect
in safeguarding the work under the Franchise; or on account of act or omission, neglect
or misconduct of VERIZON; or by, or on account of, any claim or amounts recovered
under the Workers' Compensation Law or of any other laws, by-laws, ordinance, order
or decree, except only such injury or damage as shall have been occasioned by the
sole negligence of the CITY. Notwithstanding the foregoing, VERIZON'S indemnification
obligation hereunder shall be limited to suits, actions, or claims resulting from acts or
omissions prior to the date of Transfer. The CITY shall give VERIZON prompt notice of
the making of any claim or the commencement of any action, suit or other proceeding
covered by the provisions of this section.
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December 16, 2003
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Section 7. ADDITIONAL CONDITIONS
7.1 In the event the transfer does not close by March 31, 2004, or closes on
terms that are in any material respect different from the terms disclosed to the CITY in
writing, then any CITY consent to the PROPOSED TRANSACTION shall be void and of no
force or effect, and the PROPOSED TRANSACTION deemed to have been timely denied.
7.2 VERIZON and the COMPANIES hereby waive any and all claims that they may
have that any denial of the TRANSFER APPLICATION that results from failure of the
conditions herein fails to satisfy the deadlines established by applicable law including,
without limitation, claims based on, arising out of, or relating to 47 U.S.C. 9537, as
amended, and agree that they shall be deemed to have agreed to an extension of the
time to act on the TRANSFER APPLICATION as required to make any denial effective.
7.3 KNOLOGY shall provide proof that all required insurance, bonds and letters
of credit have been delivered to the CITY on or before the Closing of the Proposed
Transaction. Within 20 days of KNOLOGY INC. closing its public stock offering, it shall
submit proof that it has satisfied any liens or encumbrances arising out of the five million
dollar Purchase Money Financing Line of Credit between KNOLOGY NEW MEDIA INC. and
certain of its investors.
7.4 Except to the extent provided below all required insurance, bonds and
letters of credit currently provided by VERIZON shall remain in full force until KNOLOGY
provides proof to the CITY that all insurance, bonds and letters of credit as required
under the FRANCHISE have been obtained. VERIZON shall maintain in full force and effect
a faithful performance bond running to the CITY, with a good and sufficient surety
approved by the CITY, in the amount of $100,000.00, conditioned that VERIZON shall
well and truly observe, fulfill, and perform each term and condition of the FRANCHISE
which VERIZON is obligated to observe, fulfill, and perform until and including the Closing
of the PROPOSED TRANSACTION, and that, in case of any breach which may be
discovered and for which a claim may be made before or after the Closing of the
PROPOSED TRANSACTION, the CITY shall be entitled to recover from the principal and
sureties thereof the amount of all damages, including all costs and attorney's fees
incurred by the CITY, approximately resulting from the failure of VERIZON to well and
faithfully observe and perform any and all of the provisions of the FRANCHISE which
VERIZON was obligated to observe and perform prior to and including the Closing of the
PROPOSED TRANSACTION. Such bond shall be maintained in full force and effect for a
term or succession of terms ending 18 months after the effective date of this
Agreement.
Section 8. BREACHES Any breach of this Transfer Agreement on or after
Closing by KNOLOGY shall be deemed a breach of the FRANCHISE AGREEMENT and shall
be subject to all remedies available for a breach of the FRANCHISE AGREEMENT, in
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December 16, 2003
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addition to any other remedies the parties may have under this Transfer Agreement at
law or equity.
Section 9. MISCELLANEOUS PROVISIONS.
9.1. Effective Date: This Transfer Agreement shall be effective and binding
upon the signatories once it has been signed by all signatories.
9.2 Bindinq Acceptance: This Transfer 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 expiration date hereof. Any purported assignment of this Transfer
Agreement is void without the express written consent of the signatories.
9.3 Voluntary Aqreement: This Transfer Agreement is freely and voluntarily
given by each party, without any duress or coercion, and after each party has consulted
with its counsel. Each party has carefully and completely read all of the terms and
provisions of this Transfer Agreement. Neither any of the COMPANIES, nor any of their
affiliates, nor the CITY, will take any action to challenge any provision of this Transfer
Agreement; nor will they participate with any other person or entity in any such
challenge.
9.4 Severabilitv: If any term, condition, or provIsion of this Transfer
Agreement shall, to any extent, be held to be invalid, preempted, or unenforceable, the
remainder hereof shall be valid in all other respects and continue to be effective.
9.5 Counterparts: This Transfer Agreement may be executed in several
counterparts, each of which when so executed shall be deemed to be an original copy,
and all of which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties shall not have signed the same counterpart.
9.6 Conforminq Amendments to Franchise Aqreement: KNOLOGY agrees to
accept FRANCHISE amendments to the extent necessary to reflect the PROPOSED
TRANSACTION or the provisions of this Transfer Agreement.
9.7 Governinq Law: This Transfer Agreement shall be governed in all
respects by the law of the State of Florida.
9.8 Captions and References: The captions and headings of sections
throughout this Transfer Agreement are intended solely to facilitate reading and
reference to the sections and provisions of this Transfer Agreement. Such captions
shall not affect the meaning or interpretation of this Transfer Agreement.
END OF SUBSTANTIVE PROVISIONS
SIGNATURE PAGE AND EXHIBITS TO FOLLOW
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I November 20, 2003
Page 8
.
AGREED TO THIS IIR ..j)A DAY OF ~~6-
, 2.Ca.3
Countersigned:
FLORIDA
Approved as to form:
RJ~
Pamela K. Akin
City Attorney
.
.
CITY OF CLEARWATER,
:~......:'"8. ~7Z
William B. Horne II
City Manager
Attest:
~ 2. A- ..Q.n.
nthi~E~Goudeau
tyCI~.
Verizon
By:
[title]
Knology New Media, Inc.
By:
[title]
Knology Broadband of Florida, Inc.
By:
[title]
.
.
.
AGREED TO THIS
Countersigned:
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December 16, 2003
Page 8
DAY OF
CITY OF CLEARWATER, FLORIDA
By:
Brian J. Aungst
Mayor-Commissioner
Approved as to form:
u~
Pamela K. Akin
City Attorney
William B. Horne II
City Manager
Attest:
Cynthia E. Goudeau
City Clerk
Verizon
By:~~71f~
~ [title]
Knology New Media, Inc.
By:
?A-;z~~~
VP - Business Development
By:
Knology Broadband of Florida, Inc.
)4~~-
VP - Business Development
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December 16, 2003
Page 1
EXHIBIT A
GUARANTEE OF PERFORMANCE
WHEREAS, the City of Clearwater, Florida ("CITY") granted a franchise
("FRANCHISE") to Verizon Media Ventures Inc., to erect, construct, operate, and maintain
a cable system in the CITY pursuant to the GTE Media Ventures Incorporated. Cable
Franchise Ordinance, City of Clearwater Ordinance No. 6046-95 and as subsequently
amended, all of which documents, as any of them may lawfully be or may have been
amended from time to time, are collectively referred to as the "FRANCHISE DOCUMENTS";
and
WHEREAS, the City of Clearwater, Florida ("CITY") consented to a transfer of a
CITY FRANCHISE from VERIZON to KNOLOGY ("FRANCHISEE") conditioned upon execution
of a transfer agreement and related documents including this Guarantee; and
WHEREAS, Knology Inc.("GUARANTOR") is an indirect parent of the FRANCHISEE
and will have a substantial interest in the FRANCHISE, in the conduct of the FRANCHISEE,
and in the FRANCHISE DOCUMENTS, which are incorporated herein by this reference;
Now, THEREFORE, the GUARANTOR hereby unconditionally guarantees the due and
timely performance of any and all obligations of the FRANCHISEE required by the
FRANCHISE DOCUMENTS. The GUARANTOR also promises that no company in the chain of
ownership between it and the FRANCHISEE will take any action that would prevent the
FRANCHISEE from performing its obligations under the FRANCHISE. This Guarantee,
unless terminated, substituted or canceled as hereinafter provided, shall remain in full
force and effect for the term of the FRANCHISE, as it may be renewed or extended and as
provided by the FRANCHISE DOCUMENTS; provided, however, that upon the CITY's prior
written approval of a substitute guarantor, which approval shall not be unreasonably
withheld, this Guarantee may be terminated, substituted or canceled upon written notice
from the GUARANTOR to the CITY and the FRANCHISEE. Any such substitution of the
GUARANTORS will be implemented in a manner that ensures that the substitute guarantee
is in place and effective prior to or contemporaneously with the termination, substitution
or cancellation of this Guarantee so that there is no breach in coverage.
Any notice of such a substitution as required by law shall be addressed to the
CITY Administrator with a copy to the FRANCHISEE. Such termination shall not affect
liability incurred or accrued under this Guarantee prior to the effective date of such
termination or cancellation.
END OF SUBSTANTIVE PROVISIONS, SIGNATURE PAGE TO FOllOW
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December 16, 2003
Page 2
Knology, Inc.
By: /]~ [3flq~
,/
Name: Felix Boccucci
STATE OF Geor9~:
I HEREBY CERTIFY, that on this Ibthday of -1)e.c@mher ,~o()3, before
me, the subscriber, a Notary Public of the State of Georgia, in and for Troop Coor-.+'1
Georgia, aforesaid personally appeared Fe 1'1 x. L. 13occ.uc.c\ . ~r.
of Knol 09'/, (nil. la41 O.G.S~i.nr\e.r t\r. We~t poi-fit ,GPt 31B3"3 and
acknowledged the foregoing Acceptance of Franchise by Franchisee in C.leart.OOfv-
Oeol ~ia, to be the act and deed of said company,
Flori dQ.
(;oop t+~ ' Georgia
AS WITNESS my hand and Notary Seal
^-G~lj ~ YW1w
Notary ubllc
Title: VP - Business Development
My Commission Expires: MY COMMISSION EXPIRES JUNE 10. 2005.
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EXHIBIT B
ACCEPTANCE OF FRANCHISE BY THE FRANCHISEE
Knology ("FRANCHISEE ") hereby accepts the franchise to erect, construct,
maintain, and operate a cable system offered by the GTE Media Ventures Cable
Franchise Ordinance, City of Clearwater Ordinance No. 6046-96 ("FRANCHISE
AGREEMENT"), as assigned and modified by that Resolution No. 00-13 ("FRANCHISE
ORDINANCE"). By this acceptance, FRANCHISEE agrees that, as set forth in the FRANCHISE
ORDINANCE, it shall be bound by the terms and conditions of the FRANCHISE AGREEMENT,
any amendments thereto, (collectively, the "FRANCHISE DOCUMENTS").
By accepting the franchise, the FRANCHISEE further: (1) acknowledges and
accepts the CITY's legal right to issue and enforce the franchise; (2) agrees that it will
not oppose the CITY's intervention in any proceeding affecting its franchise or
obligations thereunder; (3) accepts and agrees to comply with each and every provision
of the FRANCHISE DOCUMENTS; and (4) agrees that the franchise was granted pursuant to
processes and procedures consistent with applicable law, and that it will not raise any
claim to the contrary.
The FRANCHISEE declares that it has carefully read all of the terms and conditions
of the FRANCHISE DOCUMENTS, and accepts and agrees to abide by same.
The FRANCHISEE is bound to maintain and operate a cable system under the
terms, conditions and limitations set forth in the FRANCHISE DOCUMENTS and other
applicable law, as of the time and date it files this written acceptance with William B.
Horne, II, Clearwater City Manager
END OF SUBSTANTIVE PROVISIONS, SIGNATURE PAGE TO FOllOW
1 I
AGREED TO THIS \ ~-rlr) DAY OF De LefYlbv,,- ,:;J.:xg.
Knology, Inc.
By: ~ ~~
Name: Felix Boccucci
Title: VP - Business Development
STATE OF Geor3\0..:
I HEREBY CERTIFY, that on this Ib~ day of _f)pl'pmner , d003, before
me, the subscriber, a Notary Public of the State of (;e.or9'Q. , in and for 1rt'\()P Co(')f'\~/
.&a, aforesaid personally appeared J ~ 1 h. L. BDC.C.uc.c..',) J"r.
of-'xno109lJ.lnc. Idl.,U ().G,Sti.Ohef (\r. and acknowledged the foregoing Acceptance of
Franchise'by Franchisee to be the act and deed of said company.
AS WITNESS my hand and Notary Seal
^~*.. A 'fla1~
Notary ublJc
My Commission Expires: MY COMMISSION EXP'~J:"~ JUNe Ie
. l005.
PERFORMANCE BOND ~
(Annual Form)
I
BOND NO. 103402018
KNOW ALL IVIEN BY THESE PRESENTS, that we, Knolo2Y Broadband of Florida. Inc. as Principal
and Travelers Casualty and Surety Company of America licensed to do business in the State of
Florida, as Surety, are held and firmly bound unto the City of Clearwater. 112 S. Osceloa Avenue.
Clearwater. :FL 34618-4748. (Obligee), in the penal sum of One Hundred Thousand and 00/100
Dollars ($100.000.00), lawful money of the United States of America, for the payment of which sum, well
and truly to be made, the Principal and Surety do bind themselves, their heirs, executors, administrators,
and successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the above bounden Principal has
entered into a certain written Contract with the above names Obligee, effective the 23rd day of December.
2003. and terminating the 23rd day of December. 2004, for "Knolo2V Cable Franchise" and more fully
described in said Contract, a copy of which is attached, which Agreement is made a part hereof and
incorporated herein by reference, except that nothing said therein shall alter, enlarge, expand or otherwise
modify the term of the bond as set out below.
NOW, THEREFORE, if Principal, its executors, administrators, successors and assigns shall promptly and
faithfully perform the Contract, according to the terms, stipulations or conditions thereof, then this
obligation shall become null and void, otherwise to remain in full force and effect. This bond is executed
by the Surety and accepted by the Obligee subject to the following express condition.
Notwithstanding the provisions of the Contract, the term of this bond shall apply from December 23.
2003 until December 23. 2004, and may be extended by the Surety by Continuation Certificate.
However, neither nonrenewal by the Surety, nor the failure or inability of the Principal to file a
replacement bond in the event of nonrenewal, shall itself constitute a loss to the obligee recoverable under
this bond or any renewal or continuation thereof. The liability of the Surety under this bond and all
continuation certificates issued in connection therewith shall not be cumulative and shall in no event
exceed the amount as set forth in this bond or in any additions, riders, or endorsements properly issued by
the Surety as supplements thereto.
IT IS HEREBY UNDERSTOOD AND AGREED: That the Surety Company reserved the right to cancel
this bond by giving sixty (60) days written notice to the City of Clearwater. 112 S. Osceola Avenue.
Clearwater'. FL 34618-4748, and on the effective date of such sixty (60) day cancellation notice, the
Surety is discarded and relieved of any liability, it being understood and agreed, however, that the said
Principal and said Surety will be liable for any loss accruing up to effective date of said sixty (60) day
cancellation notice, in no event, however, in excess of the penalty of this bond.
Sealed with our seals and dated this 23rd day of December. 2003.
X~C~
. . (WItness)
Knolo2V Broadband of Florida. Inc.
(Principal) (Seal)
XV~
(Title)
J/A/J&/
P S~~F. Dukes (Attest)
~~ ~ "tJ()w"~
Linda S. Downs, FL Resident Agent
TRAVELERS CASUALTY AND SURETY COMP 1-~J.~iAMi~_A
0~1'lIL( tJ ~ dfk ,c~~
Suza~ y. Sitler, (A~ey.Jri~J:a(;tJ_
.
.~-
, ,
.'
, ,
1
TRA VELER.~CASUAL TY AND. SURETY COMPANY OF AMfRICA
TRA ~1ELERS CASUALTY AND SURETY COMPANY'
FARMINGTON CASUALTY COMPANY
Hartford, Connecticut 06183-9062
'0
, .
POWER OF ATTORNEY AND GERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT
" - ,.,...-
KNOW ALL PERSONS BY THESE PREstN!S;-'TI-L4:-'r~RA-yELERS CASUALTY AND SURETY COMPANY OF
AMERICA, TRAVELERS CASUALTY ANl>-. SURETY CO~ANY and FARMINGTON CASUALTY COMPANY,
corporations duly 0 rganized under the laws of the S,fate Ji[ COl1ll.ecticut, and having their principal offices in the City of Hartford,
County of Hartford, State of Connecticut, (hereinaftet.the "Cdnipanies") hath made, constituted and appointed, and do by these
presents make, constitute and appoint: Greg Keller, Suzanne Y. Sitler, Sandra L. Petty, Shirley F. Dukes, of Newnan, Georgia,
their true and lawful Attomey(s)-in-Fact, with full power and authority hereby conferred to sign, execute and acknowledge, at any
place within the United States, the following instrwnent(s): by his/her sole signature and act, any and all bonds, recognizances,
contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and any and all
consents incident thereto and to bind the Companies, thereby as fully and to the same extent as if the same were signed by the duly
authorized officers of the Companies, and all the acts of said Attomey(s)-in-Fact, pursuant to the authority herein given, are hereby
ratified and confmned.
This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are now
in full force and effect:
VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any
Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and
Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe to sign
with the Company's name and seal with the Company's seal bonds, recognizances, contracts ofindenmity, and other writings obligatory in the nature
of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee
and revoke the power given him or her.
VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may
delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in
writing and a copy thereof is filed in the office of the Secretary.
VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking
shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice
President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant
Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if required) by
one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more
Company officers pursuant to a written delegation of authority.
This Power of Attorney and Certificate of Authority is signed and sealed by facsimile (mechanical or printed) under and by
authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY
COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY
COMPANY, which Resolution is now in full force and effect:
VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice
President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any
power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in-Fact for
purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney
or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and
certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or
undertaking to which it is' attached.
(11-00 Standard)
J
KNOLOGY@
I
Telephone Cable TV Internet
December 29,2003
**Via Facsimile & US Mail**
Mr. William Home
City Manager
City of Clearwater
P.O. Box 4748
112 S. Osceola Ave
Clearwater, FL 34618-4748
RECEiVED
JAN 0 5 2004
CITY MANAGER'S OFFiCE
Re: Performance Bond
Dear Mr. Home:
Attached you will find a copy of a Performance Bond in the amount of $1 00,000.00
listing the City of Clearwater as "Obligee". This is being provided pursuant to the
Franchise Agreement Knology is undertaking as a result of the acquisition ofVerizon
Media Ventures.
Should you have any questions, please do not hesitate to call me at (706) 645-8567 or
John Feehan at (706) 634-2828.
Sincerely,
Jd4L ~/~.
Felix L. Boccucci, Jr.
VP - Business Development
Attachment
1241 a.G. Skinner Drive · West Point, GA 31833 · Tel: 706-645-8553 . Fax: 706-645-1446 . www.knology.com
KNOLOGY@
Telephone Cable TV Internet
REC[1VEl)
December 23,2003
DEt Z ~ 2003
Mr. William Home
City Manager
City of Clearwater
P.O. Box 4748
112 S. Osceola Ave
Clearwater, FL 34618-4748
CITY MANAGtC S OFFICE
Re: Insurance Coverage
Dear Mr. Home:
Attached you will find a copy of an insurance certificate listing the City of Clearwater as
an "additional insured" on Knology's General Liability Policy with Liberty Mutual
Insurance. This is being provided pursuant to the Franchise Agreement Knology is
undertaking as a result of the acquisition ofVerizon Media Ventures.
You will also receive an original copy of this certificate directly from Liberty Mutual.
Should you have any questions, please do not hesitate to call me at (706) 645-8567 or
John Feehan at (706) 634-2828.
Sincerely,
:; ,d;- A. t1tk:c4~
Felix L. Boccucci, Jr.
VP - Business Development
Attachment
1241 O.G. Skinner Drive · West Point, GA 31833 · Tel: 706-645-8553 . Fax: 706-645-1446 . www.knology.com
LMG
12/22/2003 1:03
PAGE
2/2
RightFax
This certificate is executed b,' Libertv Mutual Inswance Grou as res
ts such insurance AS is affocded bv those co anies:.
Certificate of Insurance
This certificate is issued as l\ matter of infotmA.tion only ROd confers no rights upon you the certificate holder. This certi:flCl\te is not a.n insura.nce policy a.nd does not flOlend~ extend, Ol' alter the coverage
afforded bv the olicies Usted below.
This is to certify that (Name and address otlnsured)
BM0068
KNOLOGY lNC
P.U. !:lUX 51U
WEST POINT. GA 31833-0510
~ Liberty
.~1\1.l1t~al~,
is, at tbe issue date of this certificate, insured by the Company undec the policy(ies) listed below. The illSUllU1ce afforded by the Usted poUcy(ies) IS subjeclto all their terms, exclusions and conditioas
and is not altered by anv requirernen~ term or condition of any contract or other document with resDeet to which this certificate may be issued.
Expiration Type Expiration Date(s) Policy Number(s) Limits of Liabilitv
Continuous* 07/0112004 WA6-15D-282611-013 Coverage afforded under WC law of Employers Liability
f...- tbe following states:
f...- Extended Bodily Injury By Accident
X Policy Term AI. R., GA, SC, TN $500,000 Each Accidcnt
Bodily Injury By Disease
$500,000 Policy Limit
Workers Compensation Bodily Injury By Disease
$500,000 Each Person
07/0112004 TB2-151-282611-033 General Aggregate-Other than Prod/Completed Operations
Gl:Ill:ul Liabilily $2,000,000
Products/Completed Operations A~we~ate
.hz1 Claims Made $1,000,000
X Occurrence Bodily Injury and Property Damage Liability Per
$1.000.000 Occurrence
I Retro Date I Personal and Advertising Injury Per Person /
$1.000.000 Or Ilaniza tioll
Other Liability I Other Liability
$100,000 Premise Rented $10,000 Medical
0710112004 AS2-151-282611-o23 Each Accidelll- Single Limit - B. 1. and P. D. Combined
Automobile Liability $1,000,000
Each Person
,1i Owned
~ Non-Owned Each Accident or Occurrence
X Hired
Each Accident or Occurrence
$25,000 Deductible
C City of Clearwates i. namen as additional insuren with respect. to General Liability_
0
M
M
E
N
T
S
*If the certificate expimtion date is continuous or extended teem,. )'00 will be ootified if cO''ern.ge i,B terminated or reduced before the ..-:ertificate expimtion date. However, )'Ou will not be notified annuaU:y
of the rontimlation of coverage.
Speci~.1 NoLic~ - Ohio: Any penion who. wiLh intent to defraud or knowing that he I she' is tit.cililating a fraud against an insurer. submits an a.pplication or files II. claim oontaining it false or
d~"X:eptive stMement is .guilty of insnl'aoce froud.
ImpuL1nnt inlaml:iJioll fa Florida po1icyhold~rs ;Iud o:~[tifiC..1fe IlJldecs: in the event you hflve any questions or nt.~ed intormMion abont lhis ceI1 jtka.t.e for ROY r~a.son. pki1se COnl:l.l;t YOllr lucal sales
producer, whos<J Clflm..:: nnd telephone number appealS in lhe lower left comer oCthis certificllte. The f1ppCOpriRtc local sales offic~ mailing address may ..Iso be obtained by c..lJing t.his number.
Notk:c of c;locdJation: (not npplicablc nnless ;I, nllmber of days is entered br:low). llctbro th~ stated expiration dlltc the conpnny will not cancel or redllce Ihe in..ul7lncc .1Jforocd nncl'.:'lr the alXJve
polk:ic,o:; IImil at Ica,o;;t JO days notict~ or such cancelJal.ion h;l~ b(:en mailed In: --
City .of Clearwater
P.O Box 4748
112 S. Osceola Ave
Clearwater. FL 33756
AlIthQrizcu Rt:. 'fe5CUlil,tive
I
......------~=:::;~;;;:-:,:::--------.., I
~
Ufii"e: IJULUTH. GA-llUS MKTS PIlL'l\c: 770-81-1-8434
Cerlificale Holder:
Andy DenlrCffiont
Uate Issued: 1Z/Z2JZIJUJ Prepared !:ly: KL
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