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1999-029ORDINANCE NO. 99 - 2�9 ORDINANCE OF THE VILLAGE OF BUFFALO GROVE, ILLINOIS CONSENTING TO THE TRANSFER OF CONTROL OF THE CABLE TELEVISION FRANCHISEE FROM MEDIA ONE OF NORTHERN ILLINOIS INC., TO TCI OF NORTHERN NEW JERSEY, INC. WHEREAS, MEDIA ONE of Northern Illinois, Inc. (the "Franchisee ") is the holder of a franchise (the "Franchise ") to provide cable television service in the Village of Buffalo Grove (the "Municipality ") pursuant to a franchise agreement between the Municipality and the Franchisee's predecessor in interest, dated February 24, 1997 (together with any amendments, the "Franchise Agreement ") as approved by Ordinance No. 97 -19 and the Municipality's Cable Communications Ordinance No. 97 -5 (the "Cable Ordinances "). The Franchise Agreement and the Cable Ordinances are collectively referred to as the "Franchise Documents "; and WHEREAS, the Franchisee and TCI of Northern New Jersey, Inc. ( "TCI ") ( "Transfer Parties ") jointly submitted to the Municipality their application on Federal Communications Commission ( "FCC ") Form 394, (the "Application "), requesting that the Municipality approve the transfer of the Franchise from Franchisee to TCI as more fully described therein (the "Transfer "). WHEREAS, pursuant to the information requests of the Municipality, the Transfer Parties supplemented the Application with additional documents and information; and WHEREAS, the Transfer Parties have made various representations in the Application and supplemental information thereto including that the Transfer, which will result in the transfer of the Franchise from the Franchisee to TCI or to an Affiliate, ( "Affiliate" is an entity which is a cable operator and which is a direct or indirect subsidiary of Tele- Communications, Inc. and of AT &T) Page 1 of 9 is not expected to result in an increase in cable television service rates or reduce the quality of cable television customer service or the quality of cable television service in the Municipality; and WHEREAS, the Municipality, and the Transfer Parties have negotiated an agreement regarding certain conditions of this consent (the "Transfer Agreement "), a copy of which is attached as Exhibit A and is incorporated by reference. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, in reliance upon the representations and information submitted in the Application and supplemental information thereto and subject to the conditions set forth in the Transfer Agreement, hereby consents to the Transfer of the Franchise from Franchisee to TCI as described in the Application and supplemental information thereto provided however, that TCI shall notify the Municipality in advance of the closing of the Transfer if MediaOne will transfer the Franchise to a TCI Affiliate instead of TCI; and; Section l: That the Municipality's consent is subject to the Transfer Parties executing and delivering to the Municipality by no later than 60 days after closing a Transfer Agreement in the form of the attached Exhibit A. If the Transfer Parties fail to do so, the Municipality's consent to the Transfer shall be null and void and the Application shall be denied; and Section 2: That, by this consent, the Municipality does not agree to any renewal or extension of the Franchise. Any pending or future renewal or extension of the Franchise shall be subject to applicable federal, state and local laws, the Franchise Documents, and the Transfer Agreement; and Section 3: That the Village President is hereby authorized and directed to execute and Page 2 of 9 deliver the Transfer Agreement in substantially the form of the attached Exhibit A. Section 4: This ordinance shall be effective from and after its passage and approval. This ordinance shall not be codified. AYES: 6 - Marienthal, Reid, Rubin, Braiman, Hendricks, Glover NAYES: n - ABSENT: 0 - None PASSED: April 5 , 1999. APPROVED: April 5 , 1999. ATTEST: lage Clerk Page 3 of 9 Exhibit A TRANSFER AGREEMENT Agreement among the Village of Buffalo Grove, Illinois (the "Municipality "), TCI of Northern New Jersey, Inc. ( "TCI ") and MediaOne of Northern Illinois, Inc. (the "Franchisee ") Recitals A. The Franchisee is the holder of a franchise to provide cable service in the Municipality (the "Franchise "), subject to the provisions of a franchise agreement between the Municipality and the Franchisee's predecessor in interest dated February 24, 1997, (together with any amendments, the "Franchise Agreement ") and subject to Ordinances No. 97 -5 and 97 -19 of the Municipality (the "Cable Ordinances "). The Franchise Agreement and the Cable Ordinances are collectively referred to as the "Franchise Documents. B. The Franchisee and TCI jointly submitted to the Municipality their application on Federal Communications Commission ( "FCC ") Form 394, (the "Application") requesting that the Municipality approve the transfer of the Franchise from Franchisee to TCI (the "Transfer "). The Franchisee and TCI (collectively, the "Transfer Parties ") desire that the Municipality grant that approval. C. Pursuant to the request of the Municipality, the Transfer Parties have provided supplemental information in support of the Application, including representations that the Transfer is not expected to have any effect on cable television service, rates or reduce the quality of customer service or cable service in the Municipality. D. Pursuant to the proposed Transfer as described in the Application and the supplemental information thereto, TCI will become the holder of the Franchise after the closing of the Transfer transaction. E. The Municipality has enacted or will enact an Ordinance granting its approval of the Transfer of Control subject to the condition, inter alia, that the parties enter into this Transfer Agreement. Page 4 of 9 Agreement NOW THEREFORE, the Municipality and the Transfer Parties agree as follows: ARTICLE I. INCORPORATION OF RECITALS. 1.1 Part of Agreement. The above Recitals are incorporated into and constitute a part of this Transfer Agreement. ARTICLE II. ACCEPTANCE OF FRANCHISE OBLIGATIONS. 2.1 Acceptance. TCI hereby accepts, acknowledges, and agrees to be bound by all of the lawful commitments, duties and obligations, present, continuing and future, of the Franchisee set out in the Franchise Documents. 2.2 Compliance with Franchise. TCI agrees to fully comply with all lawful terms and conditions set out in the Franchise Documents. ARTICLE III. TRANSFER PARTIES' REPRESENTATIONS. 3.1 Municipality's Reliance On Transfer Parties' Representations. The Transfer Parties acknowledge and agree that the Municipality's consent to the Transfer and the resulting transfer of the Franchise is made in reliance on the written representations, documents, and information provided by the Transfer Parties in connection with the Application. 3.2 Consent to Transfer Limited to No Material Chance. The Transfer Parties acknowledge and agree that: (i) the Municipality's consent to the Transfer is conditioned upon there being no material change adverse to the Municipality in the structure of the Transfer of the Franchise from its description as set forth in the Application and supplemental materials provided by the Transfer Parties in connection with the Application; and (ii) any such change shall make the Municipality's consent to the Transfer of Control null and void, and the request for consent to the Transfer of Control shall be deemed to have been timely denied. ARTICLE IV. ADDITIONAL AGREEMENTS OF THE TRANSFER PARTIES. 4.1 Compliance With Franchise. Each'of the Transfer Parties agrees that it will not take any action that would be, or would cause, a violation of any lawful provision of this Transfer Agreement or the Franchise Documents. 4.2 No Waiver. By its consent to the Transfer and execution of this Transfer Agreement, the Municipality waives none of its rights or prospective rights with respect to TCI's compliance with the lawful terms, conditions, requirements and obligations set forth in the Franchise Documents, Page 5 of 9 including without limitation: (a) TCFs Compliance. The Transfer Parties acknowledge and agree that the Municipality shall have the right to compel TCI to comply with all lawful provisions of the Franchise Documents. (b) Renewal of Franchise. The Transfer Parties acknowledge and agree that the Municipality has made no agreement that the Franchise will be renewed or extended; any renewal or extension of the Franchise shall be subject to the review and approval of the Municipality in accordance with applicable federal, state and local laws, the Franchise Documents, and the Transfer Agreement. (c) Qualifications. The Municipality's consent to the Transfer is made without prejudice to, or waiver of, any right of the Municipality to fully investigate and consider TCI's financial, technical and legal qualifications and any other lawful considerations during any pending or future franchise renewal or transfer process. (d) Future Transfers /Assignments. The Transfer Parties acknowledge and agree that, by its consent, the Municipality does not approve of or consent to: (1) any other transfer of control of the Franchisee, (2) any pending or future transfer of the Franchise, or (3) any pending or future assignment or delegation of any of the Franchisee's rights or duties under the Franchise which would be subject to the consent of the Municipality pursuant to applicable federal, state, or local law, including the Franchise Documents. (e) Past Defaults. The Transfer Parties shall not contend that the Municipality is barred, by reason of its consent to the Transfer, from considering or raising any lawful claim based on the Franchisee's past or present failure to comply with any term or condition of the Franchise Documents or any other agreements between the Franchisee and the Municipality or any of its departments or applicable law, including, without limitation: any unpaid franchise fees due the Municipality from the Franchisee, any unpaid support for public, educational, or governmental access channels, any known and unresolved consumer complaints, any construction, security or facility requirements of the Franchise Documents that are unsatisfied, and any unpaid charges due Municipality or any of its departments, subject to applicable law. (f) Franchisee's Compliance. i' The Municipality's consent to the Transfer shall in no way be deemed a representation by the Municipality that the Franchisee is in compliance with all of its obligations under the Franchise Documents or any other agreements between the Franchisee and the Municipality or any departments thereof. 4.3 Obligations are not Franchise Fees. The Transfer Parties agree: (i) any payments made by any of the Transfer Parties to reimburse the Municipality for its costs of considering the Application do not constitute franchise fees subject to the federal franchise fee limitation; and (ii) not to raise any claim or defense to the contrary in any proceeding or forum. Page 6 of 9 4.4 Sunset. In the event the Transfer does not close, or closes on terms that are in any material respect adverse to the Municipality from the terms disclosed to the Municipality in the Application or the supplemental information and materials supplied in response to the Municipality's request for additional information, then any Municipality approval of the Transfer of Control shall be deemed revoked, and the request for consent to the Transfer shall be deemed to have been timely denied. 4.5 Institutional Network Service Credits. The municipality and the Franchisee have entered into an agreement dated January 15, 1998 entitled "Buffalo Grove Supplemental Language Site Closing" ( "I -Net Service Credit Agreement ") which agreement is attached hereto and made a part hereof as Exhibit 1. That the I -Net Service Credit Agreement provides in part, for an Institutional Network service credit to the Municipality in the amount of $20,000.00. TCI hereby accepts, acknowledges, agrees to be bound by and comply with all of the commitments, duties, obligations, present, continuing and future, of the Franchisee set out in the I -Net Service Credit Agreement. ARTICLE V. MISCELLANEOUS. 5.1 Binding Agreement. This Transfer Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. 5.2 Survival of Warranties and Representations. The warranties and representations of the Transfer Parties and their indemnification obligations contained in this Transfer Agreement shall survive the closing of the Transfer transaction. 5.3 Assignment. The rights and obligations of any parry under this Transfer Agreement may not be assigned or delegated without the prior written approval of the other parties, which shall not be unreasonably withheld and if such consent is required by the Franchise Documents. 5.4 Waiver. No waiver of any provision of this Transfer Agreement shall be deemed to be a waiver of any other provision of this Transfer Agreement nor shall any waiver be deemed to be a continuing waiver except as otherwise expressly stated in writing by the waiving parry. 5.5 Severability. If any provision of this Transfer Agreement shall be held to be unenforceable, the Transfer Agreement shall be construed with the unenforceable provision deleted, and the rights and obligations of the parties shall be construed and enforced accordingly. 5.6 Governing Law. This Transfer Agreement shall be governed by the internal laws (without reference to conflict of laws) of the State of Illinois. 5.7 Draftins. This Transfer Agreement is a product of common negotiation among the parties and shall not be construed against any party on grounds relating to drafting, revision, review or recommendation by any agent or representative of such party. Page 7 of 9 5.8 Time of the Essence. Time is of the essence to this Transfer Agreement. 5.9 Authority. Each signatory to this Transfer Agreement represents that he or she has the authority to enter into this Transfer Agreement. 5.10 Effective Date. This Transfer Agreement may be executed in multiple counterparts no later than 60 days after the closing of the Transfer transaction and shall be deemed effective as of the closing of the Transfer transaction. Each counterpart shall be deemed an original, but all separate counterparts shall constitute the same agreement. In making proof of this Transfer Agreement, it shall not be necessary to produce or account for more than one counterpart. Date: Date: Date: Its Village President MediaOne of Northern Illinois, go Its TCI of Northern New Jersey, Inc.: Its CHARLES I BARTOLOTTA PRESIDEMI To N:\LEGA \3TCI.WPD /4/5/99 Page 8 of 9 N: \LEGAL \3 TCI. W PD /4/5/99 EXHIBIT 1 TO TRANSFER AGREEMENT Page 9 of 9 Buffalo Grove Supplemental Language Site Closing In consideration towards the aggregate value of the parcel of land being purchased, MediaOne will extend a credit of $20,000.00 in Institutional Network Distribution services within the Buffalo Grove Community. This $20,000.00 is applicable exclusively towards the tolling charges applied to sending communications signals throughout the Buffalo Grove Community and does not include the cost of equipment, wiring, construction or ancillary consulting services. This credit would be applied following MediaOne's notice of intent to charge for distribution services within the Institutional Network located in the Village of Buffalo Grove. This $20,000.00 credit will cease upon the expiration of the current franchise agreement within the Village of Buffalo Grove which is scheduled for March 1, 2007. No monies will be reimbursed to the Village of Buffalo Grove for any remaining portion of the credit which was not used during the franchise period. This commitment is binding upon MediaOne and its successors, assigns, grantees, or affiliates including without limitation any buyer, transferee, delegee or assignee of U. S. Nest Media Group, Inc.'s interest in the Village of Buffalo Grove Cable Television Franchise Agreement. PURCHASER: MediaOne of Northern Illinois, Inc. by: Its:-' Dated: SELLER: Village of Buffalo Grove, an Illinois Municipal Co o io by Village Pr ent by: Qla illage Clerk Dated: ORDINANCE NO. 99 - 29 ORDINANCE OF THE VILLAGE OF BUFFALO GROVE, ILLINOIS CONSENTING TO THE TRANSFER OF CONTROL OF THE CABLE TELEVISION FRANCHISEE FROM MEDIA ONE OF NORTHERN ILLINOIS INC., TO TCI OF NORTHERN NEW JERSEY, INC. WHEREAS, MEDIA ONE of Northern Illinois, Inc. (the "Franchisee ") is the holder of a franchise (the "Franchise ") to provide cable television service in the Village of Buffalo Grove (the "Municipality ") pursuant to a franchise agreement between the Municipality and the Franchisee's predecessor in interest, dated February 24, 1997 (together with any amendments, the "Franchise Agreement ") as approved by Ordinance No. 97 -19 and the Municipality's Cable Communications Ordinance No. 97 -5 (the "Cable Ordinances "). The Franchise Agreement and the Cable Ordinances are collectively referred to as the "Franchise Documents "; and WHEREAS, the Franchisee and TCI of Northern New Jersey, Inc. ( "TCI ") ( "Transfer Parties ") jointly submitted to the Municipality their application on Federal Communications Commission ( "FCC ") Form 394, (the "Application "), requesting that the Municipality approve the transfer of the Franchise from Franchisee to TCI as more fully described therein (the "Transfer "). WHEREAS, pursuant to the information requests of the Municipality, the Transfer Parties supplemented the Application with additional documents and information; and WHEREAS, the Transfer Parties have made various representations in the Application and supplemental information thereto including that the Transfer, which will result in the transfer of the Franchise from the Franchisee to TCI or to an Affiliate, ( "Affiliate" is an entity which is a cable operator and which is a direct or indirect subsidiary of Tele- Communications, Inc. and of AT &T) Page 1 of 9 is not expected to result in an increase in cable television service rates or reduce the quality of cable television customer service or the quality of cable television service in the Municipality; and WHEREAS, the Municipality, and the Transfer Parties have negotiated an agreement regarding certain conditions of this consent (the "Transfer Agreement "), a copy of which is attached as Exhibit A and is incorporated by reference. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, in reliance upon the representations and information submitted in the Application and supplemental information thereto and subject to the conditions set forth in the Transfer Agreement, hereby consents to the Transfer of the Franchise from Franchisee to TCI as described in the Application and supplemental information thereto provided however, that TCI shall notify the Municipality in advance of the closing of the Transfer if MediaOne will transfer the Franchise to a TCI Affiliate instead of TCI; and; Section 1: That the Municipality's consent is subject to the Transfer Parties executing and delivering to the Municipality by no later than 60 days after closing a Transfer Agreement in the form of the attached Exhibit A. If the Transfer Parties fail to do so, the Municipality's consent to the Transfer shall be null and void and the Application shall be denied; and Section 2: That, by this consent, the Municipality does not agree to any renewal or extension of the Franchise. Any pending or future renewal or extension of the Franchise shall be subject to applicable federal, state and local laws, the Franchise Documents, and the Transfer Agreement; and Section 3: That the Village President is hereby authorized and directed to execute and Page 2 of 9 deliver the Transfer Agreement in substantially the form of the attached Exhibit A. Section 4: This ordinance shall be effective from and after its passage and approval. This ordinance shall not be codified. AYES: 6 - Marienthal, Reid, Rubin, Braiman, Hendricks, Glover NAYES: 0 - None ABSENT: 0 - None PASSED: April 5 , 1999. APPROVED: April 5 , 1999. ATTEST: lage Clerk APPROV Village Pr si ent Page 3 of 9 Exhibit A TRANSFER AGREEMENT Agreement among the Village of Buffalo Grove, Illinois (the "Municipality "), TCI of Northern New Jersey, Inc. ( "TCI ") and MediaOne of Northern Illinois, Inc. (the "Franchisee ") Recitals A. The Franchisee is the holder of a franchise to provide cable service in the Municipality (the "Franchise "), subject to the provisions of a franchise agreement between the Municipality and the Franchisee's predecessor in interest dated February 24, 1997, (together with any amendments, the "Franchise Agreement ") and subject to Ordinances No. 97 -5 and 97 -19 of the Municipality (the "Cable Ordinances "). The Franchise Agreement and the Cable Ordinances are collectively referred to as the "Franchise Documents. B. The Franchisee and TCI jointly submitted to the Municipality their application on Federal Communications Commission ( "FCC ") Form 394, (the "Application ") requesting that the Municipality approve the transfer of the Franchise from Franchisee to TCI (the "Transfer "). The Franchisee and TCI (collectively, the "Transfer Parties ") desire that the Municipality grant that approval. C. Pursuant to the request of the Municipality, the Transfer Parties have provided supplemental information in support of the Application, including representations that the Transfer is not expected to have any effect on cable television service, rates or reduce the quality of customer service or cable service in the Municipality. D. Pursuant to the proposed Transfer as described in the Application and the supplemental information thereto, TCI will become the holder of the Franchise after the closing of the Transfer transaction. E. The Municipality has enacted or will enact an Ordinance granting its approval of the Transfer of Control subject to the condition, inter alia, that the parties enter into this Transfer Agreement. Page 4 of 9 1 Agreement NOW THEREFORE, the Municipality and the Transfer Parties agree as follows: ARTICLE I. INCORPORATION OF RECITALS. 1.1 Part of Agreement. The above Recitals are incorporated into and constitute a part of this Transfer Agreement. ARTICLE II. ACCEPTANCE OF FRANCHISE OBLIGATIONS. 2.1 Acceptance. TCI hereby accepts, acknowledges, and agrees to be bound by all of the lawful commitments, duties and obligations, present, continuing and future, of the Franchisee set out in the Franchise Documents. 2.2 Compliance with Franchise. TCI agrees to fully comply with all lawful terms and conditions set out in the Franchise Documents. ARTICLE III. TRANSFER PARTIES' REPRESENTATIONS. 3.1 Municipality's Reliance On Transfer Parties' Representations. The Transfer Parties acknowledge and agree that the Municipality's consent to the Transfer and the resulting transfer of the Franchise is made in reliance on the written representations, documents, and information provided by the Transfer Parties in connection with the Application. 3.2 Consent to Transfer Limited to No Material Chance. The Transfer Parties acknowledge and agree that: (i) the Municipality's consent to the Transfer is conditioned upon there being no material change adverse to the Municipality in the structure of the Transfer of the Franchise from its description as set forth in the Application and supplemental materials provided by the Transfer Parties in connection with the Application; and (ii) any such change shall make the Municipality's consent to the Transfer of Control null and void, and the request for consent to the Transfer of Control shall be deemed to have been timely denied. ARTICLE IV. ADDITIONAL AGREEMENTS OF THE TRANSFER PARTIES. 4.1 Compliance With Franchise. Each of the Transfer Parties agrees that it will not take any action that would be, or would cause, a violation of any lawful provision of this Transfer Agreement or the Franchise Documents. 4.2 No Waiver. By its consent to the Transfer and execution of this Transfer Agreement, the Municipality waives none of its rights or prospective rights with respect to TCI's compliance with the lawful terms, conditions, requirements and obligations set forth in the Franchise Documents, Page 5 of 9 including without limitation: (a) TCI s Compliance. The Transfer Parties acknowledge and agree that the Municipality shall have the right to compel TCI to comply with all lawful provisions of the Franchise Documents. (b) Renewal of Franchise. The Transfer Parties acknowledge and agree that the Municipality has made no agreement that the Franchise will be renewed or extended; any renewal or extension of the Franchise shall be subject to the review and approval of the Municipality in accordance with applicable federal, state and local laws, the Franchise Documents, and the Transfer Agreement. (c) Qualifications. The Municipality's consent to the Transfer is made without prejudice to, or waiver of, any right of the Municipality to fully investigate and consider TCI's financial, technical and legal qualifications and any other lawful considerations during any pending or future franchise renewal or transfer process. (d) Future TransfersMssignments. The Transfer Parties acknowledge and agree that, by its consent, the Municipality does not approve of or consent to: (1) any other transfer of control of the Franchisee, (2) any pending or future transfer of the Franchise, or (3) any pending or future assignment or delegation of any of the Franchisee's rights or duties under the Franchise which would be subject to the consent of the Municipality pursuant to applicable federal, state, or local law, including the Franchise Documents. (e) Past Defaults. The Transfer Parties shall not contend that the Municipality is barred, by reason of its consent to the Transfer, from considering or raising any lawful claim based on the Franchisee's past or present failure to comply with any term or condition of the Franchise Documents or any other agreements between the Franchisee and the Municipality or any of its departments or applicable law, including, without limitation: any unpaid franchise fees due the Municipality from the Franchisee, any unpaid support for public, educational, or governmental access channels, any known and unresolved consumer complaints, any construction, security or facility requirements of the Franchise Documents that are unsatisfied, and any unpaid charges due Municipality or any of its departments, subject to applicable law. (f) Franchisee's Compliance. The Municipality's consent to the Transfer shall in no way be deemed a representation by the Municipality that the Franchisee is in compliance with all of its obligations under the Franchise Documents or any other agreements between the Franchisee and the Municipality or any departments thereof. 4.3 Obligations are not Franchise Fees. The Transfer Parties agree: (i) any payments made by any of the Transfer Parties to reimburse the Municipality for its costs of considering the Application do not constitute franchise fees subject to the federal franchise fee limitation; and (ii) not to raise any claim or defense to the contrary in any proceeding or forum. Page 6 of 9 L 1 4.4 Sunset. In the event the Transfer does not close, or closes on terms that are in any material respect adverse to the Municipality from the terms disclosed to the Municipality in the Application or the supplemental information and materials supplied in response to the Municipality's request for additional information, then any Municipality approval of the Transfer of Control shall be deemed revoked, and the request for consent to the Transfer shall be deemed to have been timely denied. 4.5 Institutional Network Service Credits. The municipality and the Franchisee have entered into an agreement dated January 15, 1998 entitled "Buffalo Grove Supplemental Language Site Closing" ( "I -Net Service Credit Agreement ") which agreement is attached hereto and made a part hereof as Exhibit 1. That the I -Net Service Credit Agreement provides in part, for an Institutional Network service credit to the Municipality in the amount of $20,000.00. TCI hereby accepts, acknowledges, agrees to be bound by and comply with all of the commitments, duties, obligations, present, continuing and future, of the Franchisee set out in the I -Net Service Credit Agreement. ARTICLE V. MISCELLANEOUS. 5.1 Binding Agreement. This Transfer Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. 5.2 Survival of Warranties and Representations. The warranties and representations of the Transfer Parties and their indemnification obligations contained in this Transfer Agreement shall survive the closing of the Transfer transaction. 5.3 Assignment. The rights and obligations of any party under this Transfer Agreement may not be assigned or delegated without the prior written approval of the other parties, which shall not be unreasonably withheld and if such consent is required by the Franchise Documents. 5.4 Waiver. No waiver of any provision of this Transfer Agreement shall be deemed to be a waiver of any other provision of this Transfer Agreement nor shall any waiver be deemed to be a continuing waiver except as otherwise expressly stated in writing by the waiving party. 5.5 Severability. If any provision of this Transfer Agreement shall be held to be unenforceable, the Transfer Agreement shall be construed with the unenforceable provision deleted, and the rights and obligations of the parties shall be construed and enforced accordingly. 5.6 Governing Law. This Transfer Agreement shall be governed by the internal laws (without reference to conflict of laws) of the State of Illinois. 5.7 Drafting. This Transfer Agreement is a product of common negotiation among the parties and shall not be construed against any party on grounds relating to drafting, revision, review or recommendation by any agent or representative of such party. Page 7 of 9 5.8 Time of the Essence. Time is of the essence to this Transfer Agreement. 5.9 Authority. Each signatory to this Transfer Agreement represents that he or she has the authority to enter into this Transfer Agreement. 5.10 Effective Date. This Transfer Agreement may be executed in multiple counterparts no later than 60 days after the closing of the Transfer transaction and shall be deemed effective as of the closing of the Transfer transaction. Each counterpart shall be deemed an original, but all separate counterparts shall constitute the same agreement. In making proof of this Transfer Agreement, it shall not be necessary to produce or account for more than one counterpart. Date: VILLAG UFF By• Sidne :'Mathias Its Village President Date: MediaOne of Northern Illinois, Inc. By: Its Date: TCI of Northern New Jersey, Inc.: By: Its N:\LEGAL\3TCI. WPD /4/5/99 Page 8 of 9 EXHIBIT 1 TO TRANSFER AGREEMENT N:V.EGAL\3TCI. WPD /4/5/99 Page 9 of 9 Buffalo Grove Supplemental Language Site Closing In consideration towards the aggregate value of the parcel of land being purchased, MediaOne will extend a credit of $20,000.00 in Institutional Network Distribution services within the Buffalo Grove Community. This $20,000.00 is applicable exclusively towards the tolling charges applied to sending communications signals throughout the Buffalo Grove Community and does not include the cost of equipment, wiring, construction or ancillary consulting services. This credit would be applied following MediaOne's notice of intent to charge for distribution services within the Institutional Network located in the Village of Buffalo Grove. This $20,000.00 credit will cease upon the expiration of the current franchise agreement within the Village of Buffalo Grove which is scheduled for March 1, 2007. No monies will be reimbursed to the Village of Buffalo Grove for any remaining portion of the credit which was not used during the franchise period. This commitment is binding upon MediaOne and its successors, assigns, grantees, or affiliates including without limitation any buyer, transferee, delegee or assignee of U. S. Nest Media Group, Inc.'s interest in the Village of Buffalo Grove Cable Television Franchise Agreement. PURCHASER: MediaOne of Northern Illinois, Inc. by.1 Its. Dated: SELLER: Village of Buffalo Grove, an Illinois Municipal Ay. ent by: Q�� 111.8x 'Village Clerk Dated: