HomeMy WebLinkAboutOrd.4053.08-17-2009 BILL NO. 09-133 ORDINANCE NO.
AN ORDINANCE APPROVING A SETTLEMENT
AGREEMENT AND BINDING UNILATERAL
AGREEMENT WITH SOUTHWESTERN BELL
TELEPHONE COMPANY AND RELATED ENTITIES
RELATING TO PAYMENT OF BUSINESS LICENSE
TAXES
WHEREAS, Southwestern Bell Telephone Company d/b/a AT&T Missouri, SBC Long
Distance, LLC d/b/a AT&T Long Distance, AT&T Messaging, Inc., AT&T Inc., and American
Information Technologies Corporation (Nevada), American Telephone and Telegraph Company,
Ameritech Information Industry Services, Inc., Ameritech Publishing, Inc., Ameritech Services,
Inc., AT&T Advanced Solutions, Inc. (now merged into AT&T Corp.), AT&T Advertising, L.P.,
AT&T Broadband Services Purchasing and Leasing, LLC, AT&T Capital Holdings
International, Inc., AT&T Capital Holdings, Inc., AT&T Capital Services, Inc., AT&T
Communications - East, Inc., AT&T Communications of the Southwest, Inc., AT&T Consulting
Solutions, Inc., AT&T Corp., AT&T Credit Holdings, Inc., AT&T DataComm, Inc., AT&T
Foundation, AT&T Global Network Services LLC, AT&T Government Solutions, Inc., AT&T
Information Systems, Inc., AT&T Labs, Inc., AT&T Management Services, L.P., AT&T
Messaging, LLC, AT&T Network Procurement LP, AT&T Operations, Inc., AT&T Services,
Inc., AT&T Solutions Inc., AT&T Technical Services Company, Inc., AT&T Technologies, Inc.,
AT&T Video Services, Inc., Bell South Long Distance, Inc. d/b/a AT&T Long Distance Service,
L.M. Berry & Company, Missouri Bell Telephone Company, Pacific Bell Telephone Company,
Resort WiFi Operating Corp., SBC Asset Management, Inc., SBC Global Services, Inc., SBC
Internet Services, Inc., SBC Telecom, Inc., SBC Tower Holdings LLC, SBCSI Purchasing &
Leasing Limited Partnership, SNET of America, Inc. d/b/a AT&T Long Distance East,
Southwestern Bell Yellow Pages, Inc., Southwestern Bell Yellow Pages Resources, Inc., Sterling
Commerce (America), Inc., Sterling Commerce, Inc., SWBT Purchasing & Leasing Limited
Partnership, TCG America, Inc., TCG Kansas City, Inc., TCG St. Louis, Inc., Teleport
Communications Group Inc., Wayport, Inc., and YellowPages.com, LLC (collectively "SBC')
have entered into, subject to final court approval, a Settlement Agreement (hereinafter
"Settlement Agreement," and also on file with the City Clerk) in State of Missouri, el al., v. SBC
Communications, Inc., et al., Cause No. 044-02645, pending in the Circuit Court of the City of
St. Louis, Missouri (`Class Action Suit"); and
WHEREAS, SBC has further executed a Binding Unilateral Agreement dated as of June
26, 2009 (attached hereto and incorporated herein) making certain commitments in addition to
those contained in the Settlement Agreement in consideration of such City actions or forbearance
or other consideration as set forth therein; and
WHEREAS, SBC provides telephone service within the City subject to the city's
business license tax ordinances; and
WHEREAS, the City desires to accept the Settlement Agreement as a mutually binding
and enforceable Agreement by acceptance of all terms and conditions thereof, and to further
accept the commitments made by SBC in the Binding Unilateral Agreement as part of such
approval and as relied upon by the City and accept the Back Tax Payment in such final amount
as to be established by the terms of the Settlement Agreement and Binding Unilateral
Agreement, provided that such acceptance preserves and shall not be deemed to waive any rights
as an interested party in participation in any court determinations finalizing such Settlement
Agreement or Back Tax Payment amounts;
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF
CAPE GIRARDEAU, AS FOLLOWS:
Article 1. In continued reliance on the Binding Unilateral Agreement, and in
accepting the promises and commitments made by SBC thereunder, the City does hereby
approve and accept all terms and conditions of the Settlement Agreement as a mutually
enforceable and binding Agreement between SBC and the City, subject only to final court
approval in the Class Action Suit. Pursuant to the Settlement Agreement and Binding Unilateral
Agreement, Past Tax Payments as required thereunder and all inquiries regarding the City's
Business License Tax shall be directed to the City through its authorized representative:
John Richbourg, Finance Director
City of Cape Girardeau
401 Independence Street
P. O. Box 617
Cape Girardeau, Missouri 63702-0617
(573) 339-6325
Article 2. The City Clerk shall, at such time as directed by legal counsel, forward
a copy of this Ordinance to:
John F. Medler, Jr.
AT&T Legal Department
One AT&T Center, Room 3558
St. Louis, MO 63101
The City Clerk and other designated officials are hereby authorized to take such other
actions as may be necessary to implement and effect the purposes of this Ordinance.
Article 3. This Ordinance approves a settlement as to claims by or relating to a
single taxpayer and nothing in this Ordinance shall be deemed to amend or implement any tax
applicable to any taxpayer.
Article 4. This Ordinance shall be in full force and effect from and after its
passage and approval.
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PASSED AND APPROVED this j7day of (/ U ' 2009.
udtson, Mayor
1
ATTEST:
Gayle Conrad, City Clerk
S
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BINDING UNILATERAL AGREEMENT
This Binding Unilateral Agreement ("Agreement') is made by Southwestern Bell
Telephone Company d/b/a AT&T Missouri, SBC Long Distance, LLC d/b/a AT&T Long
Distance, AT&T Messaging, Inc., AT&T Inc., and American Information Technologies
Corporation (Nevada), American 'Telephone and Telegraph Company, Ameritech Information
Industry Services, Inc., Ameritech Publishing, Inc., Ameritech Services, Inc., AT&T Advanced
Solutions, Inc. (now merged into AT&T Corp.), AT&T Advertising, L.P., AT&T Broadband
Services Purchasing and Leasing, LLC, AT&T Capital Holdings International, Inc., AT&T
Capital Holdings, Inc., A'T&I'Cupiud Services, Inc., AT&T Communications - East, Inc., AT&T
Communications of the Southwest, Inc., AT&T Consulting Solutions. Inc., AT&TCorp., AT&'r
Credit Holdings, Inc., AT&T DatnComm, Inc., AT&T Foundation, AT&T Global Network
Services I.LC, AT&T Government Solutions, Inc., AT&T Information Systems, Inc., AT&T
Labs, hoc., AT&T Management Services, L.P., AT&T Messaging, LLC, AT&T Network
Procurement LP, AT&T Operations, Inc., AT&T Services, Inc., AT&T Solutions Inc., AT&T
Technical Services Company, Inc., Ar&T Technologies, Inc., AT&'I' Video Services, Inc., Bell
South Long Distance, [no. d/b/a AT&T Long Distance Service, L.M. Berry & Company,
Missouri Bell Telephone Company, Pacific, Bell Telephone Company, Resort WiFi Operating
Corp., SBC Asset Management, Inc., SBC Global Services, Inc., SBC Internet Services, Inc.,
SBC Telecom, Inc., SBC Tower holdings LLC, SBCSI Purchasing & Leasing Limited
Partnership, SNET of America, Inc. d/b/a AT&T Long Distance East, Southwestern Bell Yellow
Pages, Inc., Southwestern Bell Yellow Pages Resources, Inc., Sterling Commerce (America),
Tue., Sterling Commerce, Inc., S W BT Purchasing& Leasing Limited Partnership,TCG America,
Inc., TCG Kansas City, Inc., "CCG St. Louis, Inc., Teleport Cummunications Group Inc.,
Wayport, Inc., and YellowPages.com, LLC (collectively, "Defendants" or"SBC") (such terms,
as well as all other capitalized terms used in this Agreement but not defined herein shall have die
meanings ascribed thereto in the below-referenced Settlement Agreement) as of Junel�k 2009.
WHEREAS, SBC has entered into, subject to court approval, a class action Settlement
Agreement (the "Settlement Agreement") in State of Missouri, et al., v. SBC Communications,
Inc., et al., Cause No. 044-02645,pending in the Circuit Court of the City of St. Louis, Missouri;
and
WHEREAS, Cunningham, Vogel & Rost, P.C. ("CVR") is City Attorney or special legal
counsel for the Municipalities listed on F.xhibit A (collectively the "CVR Cities" and each u
"CVR City") relating to the Action; and
WHEREAS, the CVR Cities have incurred attorney fees, as well as other costs and
expenses, in seeking enforcement of the subject taxes, settlement negotiations, representation
relating to the Action, and in taking other measures relating thereto;
NOW THEREFORE, SBC hereby makes the following representations, warranties, and
covenants on behalf of SBC, with the intention that the CVR Cities and their legal counsel may
rely upon such representations, warranties, and covenants as set forth herein and that such
representations, warranties, and covenants, shall constitute a binding and enforceable contract to
induce the actions of the CVR Cities and their counsel:
1. Membership in Settlement Class. SBC agrees that each CVR City that docs not opt
out of the Settlement Class will be in the Settlement Class.
2. Deemed submission of valid Claim Fomr. Based on SBC's previously completed
review of each CVR City's Business License Tax ordinance, SBC agrees that each CVR City
shall be deemed to have complied with Section IV.E of the Settlement Agreement, acrd shall
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therefore be deemed for all purposes of the Settlement Agreement to have submitted a valid
Claim Form to SDC for all purposes of the Settlement Agreement, if such CVR City furnishes
SBC, postmarked on or before the deadline provided in the Settlement Agreement for the
submission of Claim Forms, with:
a. (1) copies of an ordinance enacted by the Class Mernber accepting all terms and
provisions of this Settlement Agreement or(2) if the Class Member chooses to effect its
acceptance of all terms and conditions of this Settlement Agreement by another accepted,
legally binding method, topics of an acknowledgment that the Class Member agrees to be
bound by the terms of this Settlement Agreement if approved by the Court, which
acknowledgment shall describe the method used to accept this Settlement Agreement and
shall be accompanied by an opinion of counsel, addressed to Defendants, that the
Settlement Agreement, if approved by the Court, is a binding obligation of the Class
Member; and
b. the name and address to which the CVR City's Back Tax Payment should he
made and mailed; and
Such items shall he sent by the CVR City to:
John F. Mtdler,Jr.
AT&T Legal Department
One AT&T Center, Room 3558
St. IAwis, MO 63101
3. Entitlement to Total Back Tax Payment. Upon the deemed submission of a Claim
Form by a CVR City as provided hi paragraph 2 of this Agreement, SBC agrees that it shall be
deemed to have accepted such Claim and form as valid for all purposes of the Settlement
Agreement, and the CVR City shall be entitled to the Back Tax Payment as set forth with respect
to such CVR City or Exhibit E to the Settlement Agreement, and the release of any Protested Tax
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to such CVR City and the Back Tax Payment by SBC to such CVR City, which Back Tax
Payment shall be paid by SAC to such CVR City in the amounts and al the lit vided in the
Ci
Settlement Agreement, ucli CVR City
shall also be entitled to the payment of future Business License Taxes as set forth in Section
❑..A.2 of the Settlement Agreement and as represented in Paragraph 4 herein.
4. Representation and aprcctnent with respect to Business License Taxes. Based
on SBC's previously cumpleted review of each CVR City's Business License Tax ordinance,
SBC agrees that no exclusions or exemptions contained in any such ordinance apply to the
computation of Business License Taxes payable by SBC pursuant to the Settlement Agreement,
except as to such specific exunnptiou asserted as to the three CVR Cities as shown on Exhibit F
of the Settlement Agreement, subject to clarification eliminating such exemption or exclusion as
provided in Section II.A.2 of the Settlement Agreement. Accordingly, (i) for each CVR City,
SBC represents that the tax amount on Exhibit E attached hereto was computed without regani to
any exclusion or exemption provided in the Business License Tax ordinance of such city,
meaning that no such exclusion or exemption was asserted or applied by SBC in computing any
such tax amount, and (ii) SBC further agrees that, with respect to future Business License Taxes
that SBC is obligated to pay to a CVR City pursuant to Section II.A.2 of the Settlement
Agreement, SBC will pay such taxes without applying, or claiming application of, any exclusion
or exemption that exists in the Business License Tax ordinance of such city as of the date of this
Agreement, unless instructed by die city to apply such exclusion or as provided in this Paragraph
above.
5. Cost payment. SRC shall also pay an additional sum of"rwo Thousand Five Hundred
ndred
Dollars ($2,500.00) to each CVR City that complies with the terns of Paragraph 2 above, in
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partial compensation for costs and attorney Pecs incurred by such CVR City as described above.
This amount shall be in addition to any amount owed pursuant to the Settlement Agreement and
shall not be considered to he part of the compensation or attorney fees paid as part of the class
settlement under the Settlement Agreement. This payment shall be made to each such CVR City
at the time of payment of the Back Tax Payment as established in the Settlement Agreement.
6. Inapplicability of Agreement. This Agreement shall not apply to any CVR City that
either files a formal objection or opts out of the Settlement Class, or files a claim in any form
pursuant to the Settlement Agreement seeking payment of Back 'Pax Payment in an ainount
greater than shown for such city on Exhibit L•' of the Settlement Agreement.
7. No Ml'N effect. SBC agrees that nothing in this Agreement shall be considered in
evaluating compliance with any most favored nation clause within the Settlement Agreement.
8. Termination of ArRcemcnt. This Agreement shall remain outstanding and shall not be
revoked with respect to any CVR City until the earlier of (i) the postmark deadline for filing
Claim forms under the Settlement Agreement (and except as provided in subsections (ii) and
(iii) of this paragraph not revoked thereafter for any CVR City that has complied with Paragraph
2 of this Agreement); (ii) the termination of the Settlement Agreement occurs by its terms or
upon disapproval thereof by the Court; or (iii) the Court rejects this Agreement or the Court
refuses or expresses an intention to refuse to grant either preliminary or final approval to the
Settlement Agreement in its current form due in any way to the existence of this Agreement, in
which case SBC shall have the right unilatcrafly to revoke this Agreement and proceed with the
Settlement Agreement on Wq existing terms. All payment and other obligations of SBC pursuant
to this Agreement are subject to Court approval of the Settlement Agreement. SBC warrants that
the CVR Cities and their legal counsel may rely on this Agreement in taking future actions and
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foregoing objections to the Settlement Agreement or foregoing opting out of the Settlement
Class and other immediate reliance, and as such SBC agrees that this Agreement shall therefore
be binding and enforceable from and after the date hereof and subject to the conditions hereof.
9. Miscellaneous. The undersigned r-epresents that it is fully authorized to make this
Agreement on behalf of SBC. Construction and interpretation of this Agreement shall be
ddcrmined in accordance with the laws of the State of Missouri, irrespective of the State of
Missouri's choice of law principles. Paragraph captions arc inserted as a matter of cnnveniencc
and for reference, and in no way define, limit, extend or describe the scope of this Abn"eement or
any provision hereof.
IN WITNESS WHEREOF, SBC has executed this Agreement on this, rd,,qqity of June,
2009.
SAC
By:
Name: ll.u07ty (-G•��y i
JVDC^�0-M...0
Title: 6e[La.w-0- 5
SUBSCRIBED AND SWORN TO BEFORE ML' THIS `�� taN .9,
1
day of 2009 `�•��''NOTui1 ,4'
NotaVP
WI 3 ';J1009516015
My commission expires / 3 ,Z ry'+hp,+0111ttr�tiq��``��
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EXHIBIT A
1. ADRIAN
2. GREEN PARK
3. JOPLIN
4. LEES SUMMIT
5. LIIIEICrY
6. MALDEN
7. MONETT
8. NEOSHO
9. OAKLAND
10. OVERLAND
11 . PACIFIC
12. RAYTOWN
13. SAINT JOSEPII
14. WARSON WOODS
15. WEBB CITY
16. WEBSTER GROVES
17. WOODSON TERRACE
18. AURORA
19. BUTLER
20. CNAERON
21. CAPE GIRARDEAU
22, HARRISONVILLE
23. OAK GROVE
24. PLATTE CITY
25. WENTZVILLE
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Request Number: 73403 - The Municipal Project Page I of I
CITY OF CAPE GIRARDEAU
MUNICIPAL COURT
STATE OF MISSOURI
Rec. a73403
Rec. Date:
John Schneider, 07/24/2009
Court Date:
The prosecuting attorney has issued the following recommendation for: 07/30/2009
Court Time:
City of Cape Girardeau v. Brent J. Kennedy 1PM
User ID:
ZAVIER08
1.) Failure to Yield Right of Way—Accident 106/28/20091(Ticket/Case k:080422737/None Entered)
-Amend charge to Defective Equipment
-Defendant pleads guilty
-Fine of$350.50
-Court costs of$26.50
Total costs for this charge=$377.00
Conditions:
None.
This recommendation was based on the following information:
I added an additional amount on the fine because of the injuries in this case.
Total costs for this recommendation=$377.00.
Case continued for payment to:07/30/2009 at 1pm
Receipt of payment by the court is considered acceptance of this recommendation.
Su/via Edgar/Prosecutor/s/
City of Cape Girardeau
4011ndependence
Cape Girardeau„ MO 63703
Phone: (573)335-1658
Fax: (573)335-5560
Recommendation 73403 issued in: 22 Day(s)21 HOUr(s)and 31 Minute(s)
. Instructions for Written Pleas:
• Prepare a written plea far your client to the amended charge of"operating with defective equipment'.
• Include a copy of proof of insurance for the day of the citation.
• The written plea needs to be signed by defendant and witnessed or notarized by your office.
• The fine and costs must be paid in full by firm check or money order, ONLY.
• Written pleas must be submitted by the Law Firm and filed with the Court office(2)days prior to the
court date.
http://www.muniproj.cora/users/AJAXHost.aspx?doc=rec&key=622169718412804096 7/24/2009
Request Number: 74159 - The Municipal Project Page 1 of 2
CITY OF CAPE GIRARDEAU
MUNICIPAL COURT
STATE OF MISSOURI
Rec. #74159
Rec. Date:
Carl Ward, 07/24/2009
Court Date:
The prosecuting attorney has issued the following recommendation for: 07/30/2009
Court Time:
City of Cape Girardeau v. Zachary E. Bridgewater IPM
User ID:
$A34295
1.) Driving While Intoxicated (Accident) [06/28/20091 (Ticket/Case#: 080420023/None Entered)
-Defendant pleads guilty
-Suspended imposition of sentence for a period of 24 month(s)
-Recoupment fee of$50.00
-Court costs of$26.50
Total costs for this charge=$76.50
Conditions:
Attend and complete SATOP (after assessment, ADEP may be required program). Attend and complete
Community Traffic Program. Attend and complete Victim Impact Panel.Complete 40 hours of Community
Service within 90 days. Defendant with counsel must appear in court on assigned court date.
2.) Stop Sign Violation (Accident)106/28/2009] (Ticket/Case#:080420022/None Entered)
-Defendant pleads guilty
-Fine of$500.00
-Court costs of$26.50
Total costs for this charge=$526.50
Conditions:
None.
Total costs for this recommendation=$603.00.
Case continued for payment to:07/30/2009 at 1prn
Receipt of payment by the court is considered acceptance of this recommendation.
Sylvia Edgar/Prosecutor/s/
City of Cape Girardeau
4011ndependence
Cape Girardeau„ MO 63703
Phone: (573)335-1658
Fax: (573)335-5560
Recommendation 74159 issued in:8 DaY(s) 19 Hour(s)and 30 Minute(s)
• Instructions for Written Pleas:
http://www.muniproj.com/users/AJAXHost.aspx?doc=rec&key=533864606691491840 7/24/2009
Request Number: 74159 - The Municipal Project Page 2 of 2
• Prepare a written plea for your client to the amended charge of"operating with defective equipment".
• Include a copy of proof of insurance for the day of the citation.
• The written plea needs to be signed by defendant and witnessed or notarized by your office.
• The fine and costs must be paid in fidl by firm check or money order, ONLY.
• Written pleas must be submitted by the Law Firm and filed with the Court office (2)days prior to the
court date.
http://www.muniproj.com/users/AJAXHost.aspx?doc=rec&key=533864606691491840 7/24/2009
IN THE CIRCUIT COURT JUN 26 2009
OF THE CITY OF ST. LOUIS,
STATE OF MISSOURI 14ARIANO V. FAVAZZA
CLEPIC. CIRCUIT COURT
�P.UL7<
STATE OF MISSOURI, at the relation and )
to the use of the CITY COLLECTORS OF )
WELLSTON and WINCHESTER,MISSOURI; )
CITY OF UNIVERSITY CITY,MISSOURI; )
CITY OF WELLSTON, MISSOURI; and )
CITY OF WINCHESTER, MISSOURI; )
On behalf of themselves and all )
others similarly situated, )
Cause No. 044-02645
Plaintiffs, )
Division No. 31
V. )
SBC COMMUNICATIONS, INC.n/k/a AT&T, )
INC.; SBC LONG DISTANCE INC.,f/k/a )
SBC COMMUNICATIONS SERVICES, INC.; )
SOUTHWESTERN BELL TELEPHONE,L.P., )
d/b/a AT&T MISSOURI; )
and SBC LONG DISTANCE, LLC; )
Defendants. )
SETTLEMENT AGREEMENT
This Settlement Agreement is made and entered into, subject to Court approval, as of
June 26, 2009,by and amongst the City of University City,Missouri,the City of Winchester,
Missouri, and the City of Wellston, Missouri (collectively"Plaintiffs'),on behalf of the
Settlement Class (as defined below),and Southwestern Bell Telephone Company d/b/a AT&T
Missouri,f/k/a Southwestern Bell Telephone,L.P., SBC Long Distance, LLC d/b/a AT&T Long
Distance,AT&T Messaging, Inc.,AT&T Inc.,American Information Technologies Corporation
(Nevada), American Telephone and Telegraph Company,Ameritech Information Industry
Services,Inc.,Ameritech Publishing, Inc.,Ameritech Services,Inc.,AT&T Advanced Solutions,
1
Inc. (now merged into AT&T Corp.), AT&T Advertising, L.P.,AT&T Broadband Services
Purchasing and Leasing,LLC,AT&T Capital Holdings International,Inc., AT&T Capital
Holdings, Inc.,AT&T Capital Services, Inc.,AT&T Communications- East, Inc., AT&T
Communications of the Southwest, Inc., AT&T Consulting Solutions, Inc., AT&T Corp., AT&T
Credit Holdings, Inc., AT&T DataComm, Inc.,AT&T Foundation,AT&T Global Network
Services, LLC, AT&T Government Solutions, Inc., AT&T Information Systems, Inc., AT&T
Labs, Inc., AT&T Management Services, L.P., AT&T Messaging, LLC, AT&T Network
Procurement L.P.,AT&T Operations, Inc., AT&T Services, Inc., AT&T Solutions, Inc.,AT&T
Technical Services Company, Inc., AT&T Technologies, Inc.,AT&T Video Services, Inc., Bell
South Long Distance, Inc. d/b/a AT&T Long Distance Service, L.M. Berry&Company,
Missouri Bell Telephone Company, Pacific Bell Telephone Company,Resort WiFi Operating
Corp., SBC Asset Management, Inc., SBC Global Services, Inc., SBC Internet Services, Inc.,
SBC Telecom, Inc., SBC Tower Holdings, LLC, SBCSI Purchasing & Leasing Limited
Partnership, SNET of America, Inc. d/b/a AT&T Long Distance East, Southwestern Bell Yellow
Pages, Inc., Southwestern Bell Yellow Pages Resources, Inc., Sterling Commerce(America),
Inc., Sterling Commerce, Inc., SWBT Purchasing & Leasing Limited Partnership, TCG America,
Inc., TCG Kansas City, Inc.,TCG St. Louis, Inc., Teleport Communications Group, Inc.,
Wayport,Inc., and YellowPages.com, LLC.
Notwithstanding anything to the contrary herein,those AT&T Inc. subsidiaries governed
by the wireless settlement agreement in City of University City, et al. v. AT&T Wireless Services,
Inc., et al., Case No. 01-CC-004454, Circuit Court of St. Louis County, are expressly excluded
from this Settlement Agreement. Their obligations to the Municipalities are not affected or
altered by this Agreement in any respect.
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PREAMBLE
WHEREAS,a dispute has arisen between Plaintiffs and Defendants regarding the
applicability of Plaintiffs' and other Municipalities' respective Business License Tax ordinances
to receipts from certain of Defendants' products and services;
WHEREAS,Plaintiffs claim that Defendants are liable to Plaintiffs and other
Municipalities under their respective Business License Tax ordinances on revenues derived from
Carrier Access (interstate and intrastate),End User Common Line surcharges("EUCL'),private.
line services(interstate and intrastate),long-distance toll services(interstate and intrastate),
federal and state universal service fee surcharges("FUSF"and"SUSF'j, and other revenues
upon which Business License Taxes are not currently being paid by Defendants,and for interest
and/or penalties thereon;
WHEREAS,Defendants have denied and continue to deny any and all liability with
respect to the allegations raised against them in the various lawsuits involving the applicability of
Plaintiffs' and other Municipalities' respective Business License Tax ordinances to Defendants'
products and services;
WHEREAS, Defendants and Plaintiffs and other Municipalities wish to avoid the
expense and uncertainty of continued litigation and desire to settle their disputes without finther
litigation, including all claims and issues that have been brought or could have been brought in
this Action by or on behalf of Class Members, including by compromising Defendants' alleged
past tax liability owed to Class Members, and establishing and/or clarifying what taxes
Defendants are to pay on their future revenues to Class Members,all in accordance with the
terms and conditions set forth in this Settlement Agreement;
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WHEREAS, Defendants and Plaintiffs have conducted an investigation and evaluation of
the facts and law relating to the claims in this Action and believe this settlement is fair,
reasonable, adequate, and in the best interests of the Parties, including the Settlement Class,in
light of the continued uncertainty and expense of litigation; and
WHEREAS, after arm's-length negotiations between counsel for Plaintiffs and the
proposed Settlement Class and counsel for Defendants,this Settlement Agreement has been
reached.
NOW THEREFORE, it is hereby stipulated and agreed that, in consideration of the
agreements, promises,and covenants set forth in this Settlement Agreement, and subject to
approval of the Court, this Action shall be fully and finally settled and dismissed with prejudice
and without costs to Defendants except as provided for under the following terms and conditions:
I. DEFINITIONS
As used in this Settlement Agreement and the related documents attached hereto as
exhibits, the following terms shall have the meanings set forth below:
A. "Action"means the civil action entitled State of Missouri, et al., v. SBC
Communications, Inc., et al., Cause No. 044-02645,pending in the Circuit Court of the City
of St. Louis, Missouri.
B. "Approved Claim" means a Claim Form determined to be valid in accordance
with Section IV.F. or as resolved in favor of a Claimant pursuant to Sections IV.G. or W.H.
C. "Business License Tax" means any tax, including any fee, charge, or assessment
in the nature of a tax, imposed by a Municipality on any entity which constitutes a
"telephone company," "exchange telephone company,""telecommunications company,"
"public utility,""utility,"or any similar entity or service provider for the privilege of
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engaging in the business of providing telephone, exchange telephone,public utility, or any
other type of telecommunications service,and specifically includes any such tax imposed
under§§ 80.090,92.045, 92.073,94.110,94.270,or 94.360 RSMo, or under authority
granted in its charter,as well as an occupation license tax,gross receipts tax, franchise tax,or
similar tax,or any tax"alternative"to any of the foregoing, but shall not include:
1. Any municipal sales tax; or
2. Any municipal right-of-way usage fee, including but not limited to any fee imposed
under the authority of a municipality's police powers under§§ 67.1830 to 67.1846
RSMo; or
3. Any tax levied for emergency services under §§ 190.292, 190.305, 190.325, 190.335,
or 190.430 RSMo,or any tax authorized by the Missouri General Assembly
hereinafter enacted for emergency services; or
4. Any rent for use of municipal premises; or
5. Any tax which would otherwise meet the definition of Business License Tax, but
which is imposed solely as a flat amount, and not on the basis of a percentage of gross
receipts.
D. "Carrier Access"means a service provided by any Defendant whereby it
originates or terminates long-distance traffic for other telecommunications carriers. It does
not include EUCL, intraLATA toll charges and services, and other surcharges,products and
services that Defendants have agreed to include as a Future Tax Benefit under Section II.A.2
herein.
5
E. "Claim Form" means the document substantially in the form of Exhibit B to this
Settlement Agreement that must be submitted by each Class Member in order to be eligible
to receive, in settlement,the Back Tax Payment.
F. "Claim Period" means that period of time commencing on the entry of the
Preliminary Approval Order and continuing up to and including the date that is sixty(60)
days after Defendants mail the Notice to Municipalities as set forth in Section III.C. below,
and by which members of the Settlement Class must mail their Claim Forms (including all
associated documentation)to Defendants and must otherwise meet all requirements
hereunder to be entitled to the Back Tax Payment.
G. "Class Counsel' means John W. Hoffman and Douglas R. Sprong, Korein
Tillery, LLC, 505 N. Seventh Street, Suite 3600, St. Louis, MO 63101; John F. Mulligan,
Jr., 1600 South Hanley, Suite 101, Richmond Heights,MO 63144; and Howard Papemer,
9322 Manchester Road, St. Louis, MO 63119.
H. "Class Member" or"Class Members" means Plaintiffs and all Municipalities
which fall within the definition of the Settlement Class, set forth herein, and which have not
validly and timely submitted a Request for Exclusion from the Settlement Class.
I. "Class Representatives" means the City of University City, Missouri, City of
Winchester, Missouri, and City of Wellston, Missouri.
J. "Court' means the Circuit Court of the City of St. Louis.
K. "Defendants"mean (1) Southwestern Bell Telephone Company d/b/a AT&T
Missouri, SBC Long Distance, LLC d/b/a AT&T Long Distance, AT&T Messaging, Inc., AT&T
Inc., American Information Technologies Corporation(Nevada),American Telephone and
Telegraph Company, Ameritech Information Industry Services, Inc., Ameritech Publishing, Inc.,
6
Ameritech Services, Inc., AT&T Advanced Solutions, Inc. (now merged into AT&T Corp.),
AT&T Advertising, L.P.,AT&T Broadband Services Purchasing and Leasing, LLC,AT&T
Capital Holdings International,Inc.,AT&T Capital Holdings, Inc.,AT&T Capital Services, Inc.,
AT&T Communications -East,Inc.,AT&T Communications of the Southwest,Inc.,AT&T
Consulting Solutions, Inc.,AT&T Corp., AT&T Credit Holdings, Inc., AT&T DataComm, Inc.,
AT&T Foundation,AT&T Global Network Services, LLC, AT&T Government Solutions,Inc.,
AT&T Information Systems, Inc.,AT&T Labs, Inc., AT&T Management Services, L.P.,AT&T
Messaging, LLC, AT&T Network Procurement L.P.,AT&T Operations, Inc., AT&T Services,
Inc.,AT&T Solutions, Inc.,AT&T Technical Services Company, Inc.,AT&T Technologies,
Inc.,AT&T Video Services, Inc.,Bell South Long Distance,Inc. d/b/a AT&T Long Distance
Service, L.M. Berry&Company,Missouri Bell Telephone Company,Pacific Bell Telephone
Company, Resort WiFi Operating Corp., SBC Asset Management, Inc., SBC Global Services,
Inc., SBC Internet Services,Inc., SBC Telecom, Inc., SBC Tower Holdings LLC, SBCSI
Purchasing&Leasing Limited Partnership, SNET of America, Inc. d/b/a AT&T Long Distance
East, Southwestern Bell Yellow Pages, Inc., Southwestern Bell Yellow Pages Resources, Inc.,
Sterling Commerce (America), Inc., Sterling Commerce, Inc., SWBT Purchasing& Leasing
Limited Partnership, TCG America, Inc.,TCG Kansas City, Inc.,TCG St. Louis, Inc.,Teleport
Communications Group, Inc., Wayport, Inc., and YellowPages.com, LLC; (2)all Persons on
whose behalf any of the foregoing entities acted or purported to act; and (3) for each of the
foregoing Persons and entities,each of their present, former,or future officers, directors,
shareholders, employees, representatives,agents, principals,consultants,contractors,insurers,
accountants, attorneys, partners,members,administrators, legatees, executors,heirs,estates,
successors in interest, or assigns or any other Person or entity with whom any of them is
7
affiliated or otherwise for whom any of them is responsible at law or in equity. For purposes of
clarification,the term"Defendants" shall not include those AT&T Inc. subsidiaries governed by
the wireless settlement agreement in City of University City, et al. v. AT&T Wireless Services,
Inc., et al., Case No. 01-CC-004454,Circuit Court of St. Louis County.
L. "Defendants' Counsel" means John F. Medler,Jr., AT&T Legal Department,
One AT&T Center,Room 3558, St. Louis,MO 63101, and Stephen B. Higgins,Amanda J.
Hettinger, Sharon B. Rosenberg, and Ann Ahrens Beck, Thompson Coburn,LLP, One US Bank
Plaza, St. Louis, MO 63 10 1.
M. "Effective Date of Future Tax Benefit(s)"means November 1,2009.
N. "Effective Date of the Settlement" means the first day by which all of the
following events shall have occurred: (1)the Court has entered the Preliminary Approval Order
as set forth in Section VII.C. of this Settlement Agreement; (2) the Court has entered the Order
and Judgment of Dismissal, substantially in the form of Exhibit D, as set forth in Section VII.F.
of this Settlement Agreement; and (3) the Order and Judgment of Dismissal has become Final as
defined in Section I.P. of this Settlement Agreement.
O. "Fee and Expense Application" means that written motion or application by
which Class Counsel requests that the Court award them fees and/or expenses.
P. "Final" with respect to the Order and Judgment of Dismissal (as defined in
Section I.U. of this Settlement Agreement)means the occurrence of all of the following events:
1. This Settlement is approved in all respects by the Court;
2. The Court has entered the Order and Judgment of Dismissal, or a judgment
substantially in the form of Exhibit D, which has not been reversed, stayed, modified,
or amended; and
8
3. The time to appeal from the Court's Order and Judgment of Dismissal under the
Missouri Supreme Court Rules has expired and no appeal or further appeal has been
timely filed,or any appeal has been resolved by the highest court to which it was
appealed upholding or affirming the Order and Judgment of Dismissal. An appeal
pertaining solely to an application for or award of attorneys' fees,costs, and
expenses,shall not in any way delay or preclude the Order and Judgment of
Dismissal from being Final.
Q. "Final Fairness Bearing" means the hearing at which the Court shall: (1)
determine whether to grant final approval to this Settlement Agreement; (2) consider any timely
objections to this Settlement and all responses to objections by the Parties;and(3)rule on any
Fee and Expense Application.
R. "Municipality"means any city, town,or village in Missouri entitled by authority
of§§ 80.090, 92.045, 92.073, 94.110, 94.270, or 94.360 RSMo, or under authority granted in its
charter,to assess a Business License Tax,and who has in fact enacted an ordinance or adopted a
code assessing a Business License Tax prior to June 26,2009.
S. "Notice" means the notice of class action settlement attached as Exhibit A.
T. "Objection Date"means the postmark date by which members of the Settlement
Class must mail their objections to the Settlement in order for their objections to be considered
by the Court.
U. "Order and Judgment of Dismissal" means the order,substantially in the form
attached hereto as Exhibit D, in which the Court grants final approval of this Settlement
Agreement and authorizes the entry of a final judgment and dismissal of the Action.
V. "Parties"means Defendants and the Class Members.
9
W. "Person" or"Persons" means any natural person, firm,corporation,
unincorporated association,partnership,or other form of legal entity or government body,
including its agents and representatives.
X. "Preliminary Approval Order" means the order, substantially in the form of
Exhibit C hereto, in which the Court grants its preliminary approval to this Settlement
Agreement, approves Plaintiffs as Class Representatives,preliminary approves certification of
the Settlement Class for settlement purposes only, authorizes the dissemination of Notice to
Missouri municipalities, and enjoins members of the Settlement Class from filing any other
actions based upon any of the Released Claims as defined in Section I.Y.
Y. "Released Claims" means, without limitation, any and all claims, actions,
demands, audits,rights, liabilities, complaints, causes of action (including, but not limited to,
claims based on violation of any federal, state, or local law or regulation, fraud, unjust
enrichment, unpaid taxes, back tax liability, and breach of contract, and claims arising under the
laws of any other jurisdiction that have been or could or might have been alleged by any Class
Member in any form in the United States of America, as part of the present Action, or in any
other action, arbitration, or proceeding), requests for damages,requests for injunctive relief,
disgorgement of monies, requests for declaratory relief, requests for equitable relief of every
nature and description whatsoever,requests for interest,penalties, attorneys' fees, costs, and
expenses,whether known or unknown, arising out of the claims that were made or that could
have been made against Defendants regarding the alleged failure of Defendants to pay, or the
alleged underpayment by Defendants of,the Class Members' respective Business License Taxes,
as applied to receipts due before June 26, 2009, or due after June 26, 2009,with respect to any
receipts earned before June 26, 2009, from services: (1)alleged to be telephone,
10
telecommunications,exchange telephone,public utility,and similar services; and/or(2)alleged
to be related to such services, including but not limited to,receipts from Carrier Access
(switched and special, interstate and intrastate),EUCL,private line service(interstate and
intrastate), long-distance toll (intra LATA and inter LATA, intrastate and interstate),FUSF and
SUSF,all other fees and/or taxes, CalINotes®voice messaging services,data services,
information services,voice services, Customer Premises Equipment("CPE'),rental or lease of
network elements, wireless access,reciprocal compensation,directory and operator services,
operator surcharges,dishonored fees and late fees,trunks, installation services,construction
services,repair services,security services, advertising services,call blocking services, vertical
services, call screening services,adjustments and credits,third-party billing services, charges for
allowing customers to call outside a local area or into a local area(including,but not limited to,
Outside the Base Rate Area("OBRA')charges, Metropolitan Calling Area("MCA')charges,
optional Extended Area Service(`BAS")charges, and non-optional EAS charges), Voice-over-
Internet-Protocol services and calling plans, inside wire and jack maintenance plans,surcharges
for prison inmate calling,payphone services, Lifeline services, deaf relay services, 1-900
services,call forwarding services,network services,number portability charges and surcharges,
all services billed out of the Defendants' CRIS or CABS databases or similar databases, and
other similar services. Plaintiffs and the other Class Members expressly acknowledge that
"Released Claims" include, and this Settlement Agreement constitutes a release of, any and all
claims that a Class Member does not know or suspect to exist in its favor at the time of the
release, which,if known by it, might have affected its settlement with and release of Defendants
or might have affected its decision whether to object or participate in this Settlement Agreement
or any portion or aspect of the Settlement Agreement reached by the Parties.
I1
Z. "Releasing Parties" means Plaintiffs and each other Class Member.
AA. "Request for Exclusion"means a request,made in compliance with the terms
and conditions provided in this Agreement, by a Municipality to opt out of the Settlement Class
as set forth in Section VII.D.
BB. "Revenues Derived From Interstate Services"means revenues derived from,
among other items, interstate telephone service and interstate private line service. It does not
include revenues derived from intraLATA interstate telephone service.
CC. "Settlement Agreement," "Settlement,"or"Agreement" means this Settlement
Agreement, including the attached Exhibits.
DD. "Settlement Class"means the class certified for settlement purposes only,
pursuant to the Order and Judgment of Dismissal, consisting of all Municipalities in the State of
Missouri that,on or before JuneX, 2009,have imposed a Business License Tax, and in which
AT&T Missouri or SBC Long Distance, LLC derived gross receipts from the provision of
telephone,exchange telephone, public utility,or telecommunications services, or related
services. Excluded from the Settlement Class is the City of Springfield, Missouri.
EE. "Back Tax Payment" means, with respect to each Class Member other than the City
of St. Louis, Missouri, an amount calculated under the formula set forth in Exhibit G.
A schedule of the Back Tax Payment each Class Member is estimated to receive,to
the extent it has timely and validly submitted a Claim Form, as set forth in Section IV.E.,below,
is attached as Exhibit E. Because the City of St. Louis has previously entered into a settlement
agreement over Business License Taxes, the City of St. Louis will not be entitled to the Back
Tax Payment, although the City of St. Louis,Missouri will be entitled to the Future Tax Benefit
as set forth in Section 11 A.2. upon execution of a mutually satisfactory amendment to, or a
12
termination of,the settlement agreement entered into between the City of St Louis and AT&T
Missouri on September 3, 1998. Because the amount payable under the City of Cape
Girardeau's ordinance is capped and AT&T Missouri already has paid that amount,the City of
Cape Girardeau will be entitled to the Back Tax Payment only with respect to SBC Long
Distance, L.L.C.,although the City of Cape Girardeau will be entitled to Future Tax Benefits as
provided by this Agreement
FF. "Total Back Tag Payment"means$65 million, inclusive of attorneys' fees,to be
divided among(1)the Class Members which have timely and validly submitted a Claim Form,as
set forth in Section N.E.,below, (2) St Louis County,pursuant to a separate agreement between
St: Louis County and Defendants, and (3) Class Counsel. Any amount that is not paid because a
Municipality validly and timely objects to the Settlement or fails to submit a valid Claim Form as
set forth in Section N.E. below shall be retained by Defendants, but it shall not serve to reduce
the Back Tax Payment of any Class Member nor the amount of the Agreed Fees nor St. Louis
County's share of the Total Back Tax Payment under its separate settlement agreement. AT&T
Missouri and SBC Long Distance LLC shall pay St. Louis County its share of the Total Back
Tax Payment pursuant to a separate agreement between St. Louis County and Defendants.
II. SETTLEMENT CLASS RELIEF
In consideration of a full, complete,and final settlement of this Action,and in
consideration of dismissal of the Action with prejudice with respect to Defendants and the
Releases and Dismissals in Section VI. below, and subject to the Court's approval,the Parties
agree to the following:
13
A. Class Benefit
1. Back Tax Benefit
AT&T Missouri and SBC Long Distance, LLC shall collectively make a Back Tax
Payment to each Class Member(other than the City of St. Louis, Missouri, which is not entitled
to any Back Tax Payment due to a previous settlement)which has submitted an Approved Claim
Form. Said payment shall be made on or before the later to occur of: (i)ten(10) days after
submission of the Approved Claim Form and acceptance of this Settlement Agreement; or(ii)
ten(10) days after the Effective Date of this Settlement. Neither AT&T Inc., AT&T Messaging,
Inc., nor any AT&T Inc. subsidiary other than AT&T Missouri and SBC Long Distance, LLC
shall have any obligation to make Back Tax Payments. Plaintiffs and Class Members agree that
the consideration paid by AT&T Missouri and SBC Long Distance, LLC is sufficient
consideration to support a valid and binding settlement agreement and a full release of back tax
liability for those entities, as well as themselves.
2. Future Tax Benefit
Beginning on the Effective Date of Future Tax Benefits, both AT&T Missouri
and SBC Long Distance, LLC, and any Defendants providing similar services, shall pay, going
forward, to each Class Member future Business License Taxes as follows:
a. AT&T Missouri
With respect to AT&T Missouri, the Business License Tax code or ordinance of each
Class Member shall be interpreted, beginning on the Effective Date of Future Tax Benefits, to
apply to: (i)revenues upon which AT&T Missouri already pays a Business License Tax to that
Class Member; PLUS(ii)revenues from any additional services that are subject to Missouri's
state sales tax on`telecommunications service" as that term is used in § 144.010.1(13), as
14
restricted by § 144.030.1 RSMo; PLUS(iii) revenues as described in section(ii)above from any
retail customer which would otherwise be subject to the Missouri state sales tax but for an
exemption for such customer from the state sales tax(e.g.,not-for-profits under§ 144.030.2(19)
RSMo). Services subject to the Business License Tax shall include,but not be limited to, FUSF,
SUSF, intraLATA toll service,EUCL, and intrastate private line. Services subject to the
Business License Tax shall not include, inter alia, Carrier Access,Revenues Derived From
Interstate Services,except as otherwise provided in subsection c. below(although AT&T
Missouri agrees to pay the Business License Tax on revenues from intraLATA interstate
telephone service), Call Notes voice messaging services, and CPE. For purposes of clarification
only, AT&T Missouri acknowledges that it will include receipts from Business License Tax
surcharges in the Business License Tax base.
However, any Class Member whose Business License Tax is limited to a particular type
of customer—for example, a business customer only—shall retain such limitation until changed
as provided by law. And, any Class Member whose Business License Tax explicitly exempts a
revenue or service by name that would otherwise qualify as a Future Tax Benefit under this
Agreement shall retain such exemption until changed as provided by law, provided that no such
exemption shall apply to (1)revenues described in II.A.2.(a)(i)above or(2) EUCL. A list of
such exemptions is attached hereto as Exhibit F. If a Class Member listed on Exhibit F as having
an exemption for intrastate toll enacts an ordinance clarifying that the long-distance exclusion in
its current Business License Tax ordinance applies only to interstate long-distance, and includes
a certified copy of this clarifying ordinance with its Claim Form or if the Class Member is not
required to submit a Claim Form due to a separate agreement with Defendants,provides a
certified copy of this clarifying ordinance to Defendant no later than October 1, 2009,the
15
exemption in Exhibit F as to intrastate toll shall not apply to said Class Member. If a Class
Member passes such a clarifying ordinance after submitting its Claim Form, or if a Class
Member which is not required to submit a Claim Form due to a separate agreement with
Defendants passes a clarifying ordinance after October 1, 2009,the exemption in Exhibit F as to
intrastate toll shall cease to apply six months from the date on which the Class Member presents
AT&T Missouri and SBC Long Distance, LLC with a certified copy of said clarifying ordinance.
b. SBC Long Distance, LLC
With respect to SBC Long Distance, LLC, the Business License Tax code or ordinance of
each Class Member shall be interpreted, beginning on the Effective Date of Future Tax Benefits,
to apply to: (i)revenues from services that are subject to Missouri's state sales tax on
"telecommunications service" as that term is used in § 144.010.1(13) as restricted by § 144.030.1
RSMo; PLUS(ii)revenues as described in section (i)above from any retail customer which
would otherwise be subject to the Missouri state sales tax but for an exemption for such customer
from the state sales tax (e.g., not-for-profits under § 144.030.2(19) RSMo). Services subject to
the Business License Tax shall include, but not be limited to, intrastate long-distance telephone
services. Services subject to the Business License Tax shall not include, inter alia, interstate
long-distance telephone services, except as otherwise provided in subsection c. below. For
purposes of clarification only, SBC Long Distance, LLC acknowledges that, henceforth, it will
include receipts from Business License Tax surcharges in the Business License Tax base.
However, any Class Member whose Business License Tax is limited to a particular type
of customer—for example, a business customer only—shall retain such limitation until changed
as provided by law. And,any Class Member whose Business License Tax explicitly exempts a
revenue or service by name that would otherwise qualify as a Future Tax Benefit under this
16
Agreement shall retaiA such exemption until changed as provided by law. A list of such
exemptions is attached hereto as Exhibit F. If a Class Member listed on Exhibit F as having an
exemption for intrastate toll enacts an ordinance clarifying that the long-distance exclusion in its
current Business License Tax ordinance applies only to interstate long-distance,and includes a
certified copy of this clarifying ordinance with its Claim Form,the exemption in Exhibit F as to
intrastate toll shall not apply to said Class Member. If a Class Member passes such a clarifying
ordinance after submitting its Claim Form,the exemption in Exhibit F as to intrastate toll shall
cease to apply six months from the date on which the Class Member presents AT&T Missouri
and SBC Long Distance, LLC with a certified copy of said clarifying ordinance.
c. Bundled and Packaged Telephone Services
In the event Defendants, individually or collectively,receive revenues from bundled or
packaged telephone services,whether intrastate or interstate, and such telephone services are not
separately accounted for on an end-user's bill,Defendant(s) shall pay future Business License
Taxes on such bundled and packaged telephone services consistent with 12 Mo. CSR 10-
3.188(7)or any successor regulation.
d. Reservation of Rights
Notwithstanding anything to the contrary herein, the Parties agree all Class Members
retain the right to audit and inspect the books and records of AT&T Missouri, SBC Long
Distance, LLC, and any other Defendant.entity to ensure compliance with this Agreement, and
they do not waive or abrogate any right(s)they possess under their respective codes or
ordinances. In the event a Class Member has reason to question compliance with this
Agreement, and in particular to question whether a service is taxable pursuant to
§ 144.010.1(13), as restricted by § 144.030.1 RSMo, the Parties agree the Class Member reserves
17
all legal and equitable rights, including, but not limited to,the right to institute legal proceedings
to enforce compliance with this Agreement.
e. Hancock Amendment
Nothing in this Settlement Agreement is intended to broaden any pre-existing Business
License Tax base in violation of the Hancock Amendment to the Missouri Constitution.
f. Rates
Defendants agree to pay future Business License Taxes at the rates specified within each
Class Member's Business License Tax code or ordinance,unless and until there is a change in
law as specified in subsection g. below.
g. Change of Law
(i) Change of Law Altering Defendants' Future Obligations
The obligations of Defendants shall continue with respect to each Class Member unless
and until: (1) a court or administrative or regulatory body of competent jurisdiction determines,
or a Class Member specifies in writing after the date of execution of this Agreement, that such
Class Member's Business License Tax does not apply to any or all of the subject services or
gross receipts derived therefrom, and such determination is not subject to further appeal or the
time to appeal has expired and no appeal or further appeal has been timely filed; (2)the Missouri
General Assembly or other legislative body enacts constitutional legislation removing the
authority of such Class Member to impose a Business License Tax to any or all of the subject
services or gross receipts derived therefrom, and such legislation is in effect; (3)the Missouri
Department of Revenue issues a final ruling that any service taxable pursuant to Sections
II.A.2.a.(ii)and b.(i) of this Agreement is no longer subject to the state sales tax; or(4) any other
constitutional change in law, including a change in the Class Member's Business License Tax
18
ordinance,occurs that affects the obligations of Defendants under this Section, in which case, the
remaining obligations shall be consistent with such determination,legislation,or change.
Defendants shall not, in the case of any judgment, legislation, or other change of law as referred
to above, be entitled to recover any sums paid which became due and owing prior to the finality
of such judgment or effective date of such legislation or other change of law.
(ii)Change of Code or Ordinance
Nothing in this Settlement Agreement shall serve to restrict any Class Member from
amending its ordinance or code in the future, in accordance with law,to tax or exclude from
taxation any product or service covered by this Settlement Agreement. In the event a Class
Member seeks to amend its ordinance or code to expand its municipal tax base,the Parties agree
the Defendants reserve all legal and equitable rights, including, but not limited to,the right to
institute legal proceedings to challenge the legality,application or enforcement of the
amendment.
(iii)Change of Law for One City Applies to All Cities
In the event of:
(1)a settlement of or a final non-appealable judgment in City of Springfield v. Cinaulaz
Wireless LLC, et al., cause no. 04-CV4099, currently pending in the U.S. District Court
for the Western District of Missouri, at any time, or
(2)a settlement of or a final non-appealable judgment in another case within five years
of the Effective Date of the Settlement, or
(3)a legislative change within five years of the Effective Date of the Settlement,
and pursuant to which Defendants, individually or collectively, voluntarily or involuntarily,pay
a Business License Tax to a Municipality in the future, and include or are required to include
19
receipts from a product or service excluded from this Settlement,then Defendants agree to treat
all Class Members with substantially similar ordinances the same as the Municipality being paid
and to pay taxes to all Class Members with substantially similar ordinances on the same
receipt(s),at then-existing rates, if such Class Member has satisfied the preconditions set forth in
Section II.B.2.,unless such receipts are specifically and expressly excluded from taxation by
such Class Member's Business License Tax ordinance. No Class Member shall, in case of any
settlement, final non-appealable judgment, or legislative change referred to above, be entitled to
recover back taxes on receipts from a product or service excluded from this Settlement earned
prior to the finality of such settlement, non-appealable judgment,or legislative change.
Should a Class Member have reason to question Defendants' compliance with this
provision, and in particular to question whether its ordinance is substantially similar to the
ordinance of the Municipality being paid,the Parties agree the Class Member reserves all legal
and equitable rights, including, but not limited to,the right to institute legal proceedings to
enforce compliance with this provision. In the event enforcement action is taken, Defendants
agree not to raise, assert, or seek Class Member compliance with § 71.675 RSMo (class action
bar)and agree that § 71.675 RSMo shall not serve to restrict the method or manner of
enforcement of this provision. Further, in the event it is determined that Defendants have
breached this provision, either individually or collectively, then back taxes shall accrue and be
payable from the date of the settlement, final non-appealable judgment, or legislative change.
Likewise, each Defendant, either individually or collectively,reserves all legal and
equitable rights, including, but not limited to, the right to institute legal proceedings should it
have reason to question whether any Class Member is entitled to payment pursuant to this
provision. Further, the Parties agree that nothing in this paragraph shall serve to preclude a Class
20
Member from amending its Business License Tax code or ordinance in the future, as provided by
law,so as to clarify or conform its code or ordinance to reflect any change in law.
The Parties agree that the promises and commitments contained in this section are vital
provisions going to the very substance or root of the Settlement and that a failure or breach of
such promises and commitments would constitute a material breach of this Settlement
Agreement. In said event,each Class Member and each Defendant, either individually or
collectively,would be entitled to all remedies available at law or in equity for such a material
breach, including,but not limited to,rescission of this Settlement Agreement.
Similarly,in the event of:
(1) a final, contested,non-appealable judgment in the case of City of Springfield
v. Cingular Wireless LLC,et al.,cause no. 04-CV4099, currently pending in the
U.S. District Court for the Western District of Missouri,at any time, or
(2) a legislative change within five(5)years of the Effective Date of the
Settlement,
and pursuant to which Defendants, individually or collectively, are relieved from paying,or are
determined not to owe, Business License Taxes on receipts from a product or service that is
specifically included within this Settlement, then Defendants may treat all Class Members with
ordinances substantially similar to Springfield's ordinance the same,or conform its payments to
the legislative change, as the case may be,and may refrain from paying Business License Taxes
to all such Class Members on the same receipts, unless such receipts are specifically and
expressly included in the tax base by the Class Member's Business License Tax ordinance and
otherwise authorized by law.
1 The term"contested,"as used in this provision, is meant to exclude a settlement,consent
judgment,consent decree, negotiated compromise, friendly suit,or similar resolution.
21
This provision(iii) shall not apply in the event Defendants' payment of a Business
License Tax to any Municipality on revenues in addition to those listed in this Settlement
Agreement is the result of any Municipality expanding the scope of its Business License Tax
base through a legislative change or as otherwise authorized by law.
(iv) Separate Agreements with Class Members
If, before or after the Effective Date of this Agreement, Defendants, individually or
collectively, enter into a written agreement with a representative of a Class Member that is
enforceable by such Class Member and which serves to reduce the taxability of any service, fee,
or product, or gross receipts derived therefrom,then such agreement shall supersede this
Settlement Agreement, but only to the extent applicable, and Defendants shall pay such Class
Member Business License Taxes pursuant to that separate written agreement. Such separate
written agreement shall be binding on the parties to that agreement only, and shall not impact
Defendants' Business License Tax payment(s)or obligation(s)to any other Class Member under
this Agreement,notwithstanding the provisions of Section II.A.2.g.(iii).
However, if Defendants, individually or collectively, enter into a written agreement with
a Class Member or a representative of a Class Member that is enforceable by such Class Member
within five (5)years of the date of execution of this Agreement, and such agreement includes
terms that are materially more favorable to the Class Member than to other Class Members,then
Defendants shall promptly notify all Class Members of such agreement, and the other Class
Members shall, at their discretion,have the right to amend this Agreement to take advantage of
such more favorable terms. This provision shall only apply in the event any Class Member
enters into an agreement with a Defendant that allows or requires such Defendant to pay
prospective Business License Taxes without regard to exemption(s) or exclusion(s), or on
22
materially more favorable terms than those being paid by Defendants under this Agreement Z
In such case,Defendants shall on a going forward basis pay Business License Taxes to all
similarly situated Class Members(except for those who instruct otherwise)at the same rate
and/or on the same terms as those applicable to the Class Member(s)who reached the
agreement(s).
h New Products and Services
In the future, Defendants, individually or collectively, may develop new products and
services. If they are taxable pursuant to Section II A.2., above,and in particular pursuant to
§ 144.010.1(13),as restricted by § 144.030.1 RSMo,then Defendants agree to include such
products and services in the Business License Tax base and to pay Business License Taxes
thereon to Class Members. In the event a Class Member has reason to question compliance with
this provision,and in particular to question whether a product or service is taxable pursuant to §
144.010.1(13)RSMo, as restricted by § 144.030.1 RSMo,the Parties agree the Class Member
reserves all legal and equitable rights, including, but not limited to,the right to institute legal
proceedings to enforce compliance with this provision.
3. No Lobbying Missouri General Assembly
Defendants agree that, for a period of five(5)years from the date of execution of this
Agreement,they will not seek or support legislation in the Missouri General Assembly that
would(a)cap or reduce the Business License Taxes subject to this Settlement Agreement, (b)
interfere with or reduce Class Members'.rights under Sections II.A.2.g(ii) and (iii), or(c)
exclude from the Business License Tax base sources of revenue agreed in this Settlement
z For purposes of clarification, this provision shall not apply in the event that Defendants,
individually or collectively, agree to pay any Class Member's attorney on more favorable or
different terms, and/or agree to permit a Class Member to undergo a different claims process
than is outlined herein.
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Agreement to be included within the tax base. Nothing in this Section shall preclude Defendants
from opposing any proposal to increase the rate or broaden the scope of a Municipality's
Business License Tax. The Parties agree that the promises and commitments by Defendants
contained in this Section are vital provisions going to the very substance or root of the Settlement
and that failure or breach of such promises or commitments would constitute a material breach of
this Settlement Agreement,entitling the Class Members to all remedies available at law or equity
for such a material breach, including but not limited to rescission of this Agreement.
4. Interim Prospective Tax Payments
Any payments of Business License Taxes by AT&T Missouri made before the Effective
Date of Future Tax Benefits shall be made in the same manner and on the same sources of
revenue as AT&T Missouri has always made such payments. The obligation of SBC Long
Distance, LLC to make any future tax payments shall not arise until the Effective Date of Future
Tax Benefits, Neither Defendant shall have any liability to any Class Member, other than the
obligations set forth in this Settlement Agreement, for any future tax payments until the Effective
Date of Future Tax Benefits.
Any Business License Tax payment made by Defendants on or after the Effective Date of
Future Tax Benefits, but before the Effective Date of the Settlement, to the extent identified by
Defendants with such payment as incremental payments pursuant to Sections II.A.2.(a) ii and
NO and II.A.2.(b) (each an"Interim Prospective Tax Payment"), shall be deemed to be made
under protest within the meaning of§ 139.031 RSMo, and to the tax collector of the
Municipality,whether or not so designated by Defendants,with the grounds for the protest
(which shall be deemed to accompany the payment in the form of a written protest statement)
being those grounds set forth in Defendants' answer in the Action and such other grounds as
24
i
Defendants may designate in writing on or before the filing of any petition for refund of such
payment. Each Class Member receiving an Interim Prospective Tax Payment agrees to segregate
and hold those funds in a separate, interest-bearing bank account in accordance with § 139.031.2
RSMo,until disposition as provided herein. Upon the Effective Date of the Settlement,such
funds shall be deemed released to each Class Member, free and clear of all claims,liens and
encumbrances under § 139.031 RSMo,and this Agreement. In the event that the Settlement
Agreement is nullified as set forth below in Section D{.L.. Defendants may,within ninety(90)
days following the date of such event, file an action to perfect their refund claim(s)for such
funds in accordance with § 139.031 RSMo,and, notwithstanding any provision of law to the
contrary,the statute of limitations as to such claim shall be tolled up to and including the date
that is ninety(90)days after the date that the Settlement Agreement is nullified.
Notwithstanding any provision of this Section II.A.4.to the contrary, Defendants may make
Interim Prospective Tax Payments under protest until the Effective Date of Settlement and/or
may file tax protest litigation with respect to the Interim Prospective Tax Payments and
otherwise perfect their protests with respect to the subject payments pending the occurrence of
the Effective Date of Settlement. Such cases shall be(i)promptly dismissed in the event of the
occurrence of the Effective Date of Settlement,or(ii)prosecuted in the discretion of Defendants
in the event this Settlement Agreement is nullified pursuant to Section D{.L. below.
B. Most Favored Nation—Other Landline Providers Treated the Same
With respect to each Class Member provision 2. set forth below shall apply. With respect to
each Class Member whose Back Tax Payment is equal to or greater than$2,500(and the City of
St. Louis should it be entitled to a Future Tax Benefit as set forth in Section I.EE.), provisions 1.,
3.,and 4. set forth below shall also apply.
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1. Non-Discrimination: Reasonable Efforts to Enforce
Class Members agree not to unconstitutionally discriminate among landline telephone
providers, and to treat similarly-situated providers similarly. Accordingly, Class Members agree
to use reasonable efforts to enforce their Business License Taxes in a similar way with respect to
similarly-situated landline telephone providers, and to treat as taxable the same or similar
revenue sources of such other landline providers as are taxable under this Agreement. Class
Members further agree to take reasonable tax enforcement actions to ensure that all similarly-
situated landline providers pay a Business License Tax in the same manner as Defendants are
required to do so.
In the event a Class Member breaches this provision, each Defendant agrees that its
remedy shall be limited to specific performance only.
2. Disclosures by Landline Providers
If any Class Member seeks to enforce any of the rights guaranteed by Section II.A.2.g(iii)
of this Agreement, said Class Member, as a pre-condition of enforcing its rights under such
Section, shall present proof to Defendants that it has, as part of its reasonable efforts under
Section II. B. 1., adopted a rule requiring(in whatever manner or procedure authorized by
statute, ordinance, city charter, or otherwise)all similarly-situated landline providers within the
Class Member to file, at least once each year, a verified statement disclosing the revenue streams
on which it pays or does not pay the municipality's Business License Tax. The revenue streams
contained in such statement shall include,at minimum, substantially the following: FUSF, SUSF,
intraLATA toll service, EUCL, intrastate long distance, fixed VoIP, and intrastate private line
service, as well as any additional items the Class Member contends are taxable as a result of the
application of Section II.A.2.g(iii).
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3. More Favorable Settlements
If any Class Member that is bound by the terms of this Settlement Agreement settles
claims regarding the alleged failure of another similarly-situated landline provider to pay
Business License Taxes, and such settlement includes terms that are materially more favorable to
the other provider than those set forth herein,such Class Member shall promptly notify
Defendants of such agreement,and Defendants shall,at their discretion,have the right to amend
this Agreement to take advantage of such more favorable terms with regard to the Class
Member(s) who have reached such other settlement.
In the event a Class Member breaches this provision, Defendants agree they shall not be
entitled to recover any sums paid which became due and owing prior to the date or occurrence of
said breach.
With regard to Defendants' payment of Future Tax Benefits pursuant to Section II.A.2.
above, this provision shall apply in the event any Class Member enters into an Agreement with
another similarly-situated landline provider that allows such provider to pay prospective
Business License Taxes on more favorable terns than those being paid by Defendants within
five(5)years of the date of execution of this Agreement. In such case, Defendants shall be
entitled on a going forward basis to pay Business License Taxes on the same terms as those
applicable to such other provider. However, nothing in this section shall be construed to apply to
another provider's payment of back Business License Taxes, or in any way affect Defendants'
obligations to pay Back Tax Benefits under Section II.A.1. of this Agreement.
4. Specific Exemptions for Certain Landline Carriers
Notwithstanding anything to the contrary contained herein, Defendants agree that this
Section B. (Most Favored Nation) shall not encompass any landline telephone provider while in
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bankruptcy, nor shall the treatment of any landline telephone provider while in bankruptcy,
either through action or inaction, serve to impose any obligations upon Class Members under this
provision. For purposes of clarification, the terms "landline telephone provider"or"landline
provider,"as used in this Section B. do not include any company while in bankruptcy or any
company having a market share of 10%or less as measured by the receipts subject to the Class
Member's Business License Tax base.
C. Pass Through
The Class Members agree not to challenge the right of Defendants to pass through to their
retail customers all or any part of the sums paid or to be paid to a Class Member under the
Business License Tax ordinances and this Settlement Agreement.
HLNOTICE OF CLASS ACTION SETTLEMENT
Notice of the Settlement shall be provided to all Missouri municipalities as follows:
A. Notified Municipalities
Defendants shall send the Notice to every municipality in Missouri via first-class mail,
addressed using reasonably available information and sources. Class Counsel will assist
Defendants in identifying the name and address for each such municipality.
B. Amount of Back Tax Payment
Attached as Exhibit E is the calculation of the Back Tax Payment each Class Member is
estimated to receive, assuming it has timely and validly submitted a Claim Form, as set forth in
Section IV.E. below. These calculations have been reviewed and agreed upon by Class Counsel
and Defendants, but they are subject to adjustment if Defendants approve an adjustment to the
calculations pursuant to a Class Member's appeal to Defendants under Section W.H. or
otherwise. Prior to the mailing of the Notice, Class Counsel and the respective Class Member
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may make inquiries of Defendants regarding the calculations of each Class Member's Back
License Tax payment, and Defendants agree to respond to such inquiries in a timely manner and
to confer in good faith to resolve any disputes concerning the amount of the Back License Tax
payment.
C. Notice
Within twenty(20)days after the entry of the Preliminary Approval Order, and in
accordance with the timetable established under the Preliminary Approval Order, Defendants
shall mail the Notice together with a Claim Form, in the form attached hereto as Exhibit B.to
each municipality as described in Section IIIA. above. The Notice shall inform the
municipalities of the conditional certification of the Settlement Class and the general terms of the
Settlement Agreement,advise of the manner in which to opt out or object to the Settlement, and
.state the date and time of the Final Fairness Hearing. The Notice to each municipality shall also
contain the calculation of the municipality's estimated share of the amount to be distributed
pursuant to the Settlement,assuming the municipality submits a valid and timely Claim Form.
Because the formula for calculating the Back Tax Payment depends on the calculations of each
Class Member's 2008 Business License Tax payment, it is possible that a municipality's share of
the amount to be distributed pursuant to the Settlement may change if the Defendants approve an
adjustment to the calculations pursuant to a Class Member's appeal to Defendants under Section
IV.H. or otherwise.
D. Website
Promptly after entry of the Preliminary Approval Order, and in accordance with the
timetable established under the Preliminary Approval Order, Class Counsel shall post or cause to
have posted the Settlement Agreement and template Notice and Claim Form and a Frequently
29
Asked Questions and Answers section on the Internet website of the Missouri Municipal League
(www.mocities.com), said posting to be maintained from the first date of publication through the
end of the Claim Period.
E. Best Notice Practicable
Compliance with the procedures described in this Section III is the best notice practicable
under the circumstances and shall constitute due and sufficient notice to municipalities of the
pendency of the Action, certification of the Settlement Class,the terms of the Settlement
Agreement, and the Final Fairness Hearing, and shall satisfy the requirements of the Missouri
Supreme Court Rules,the Constitution of the State of Missouri,the United States Constitution,
and any other applicable law. This Settlement Agreement shall be binding even on
municipalities not receiving the Notice.
IV.DISTRIBUTION OF SETTLEMENT CLASS RELIEF
A. Settlement Administration
Class Counsel or their designated agent(s) will cooperate to assist Defendants in performing
all duties required of them pursuant to this Settlement Agreement,including, but not limited to,
approving or rejecting Claim Forms; determining which Municipalities have filed valid and
timely Claim Forms; and mailing checks,all as described below. Additionally, Defendants will
be obligated to bring to the Court's attention for resolution any disputes that arise in the course
of the settlement administration process and cannot be resolved by agreement between
Defendants and Class Counsel.
B. Report on Requests for Exclusion
Within five (5)days of the last postmark date on which a Municipality shall be permitted
to submit a Claim Form to be eligible for a Back Tax Payment, Defendants shall prepare and
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file with the Court,after consultation with Class Counsel, a report identifying each Municipality
which has mailed a Request for Exclusion. With respect to any Municipalities which do not
submit a valid and timely Claim Form, such Municipalities will not be entitled to receive any
Back Tax Payment.
C. Report on Members of the Settlement Class Ineligible To Receive Settlement Class
Relief
Within five (5)days of the last postmark date on which a Municipality shall be permitted to
submit a Claim Form or to resubmit a Claim Form as described herein, Defendants shall prepare
and deliver to Class Counsel a report identifying all such Municipalities as well as those
municipalities deemed by Defendants to be ineligible to receive the Back Tax Benefit under
Section II.A.1. on account of any deficiency in their Claim Forms.
D. Acceptance of Settlement Agreement
Each Class Member, in order to be entitled to the Back Tax Payment, must,within the
Claim Period,take all actions necessary to make this Settlement Agreement enforceable against
such Class Member in accordance with Missouri law as well as local ordinances and enabling
authority.
E. Claim Form
In order for a Class Member to receive the Back Tax Payment pursuant to Section II.A.1.
of this Settlement Agreement, it must complete, sign and submit to Defendants by mail a hard
copy of a Claim Form to the address specified on the Claim Form. The Claim Form will require
the Class Member to provide the following:
1. the name, address and telephone number of the Class Member's duly
authorized representative(s), to whom all inquiries regarding the Claim
Form and Business License Tax may be directed;
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2. only if the Back Tax Payment for the Class Member is listed as$0
on Exhibit E, a certified copy of the ordinances or municipal code
provisions imposing the Business License Tax pursuant to which Class
Member believes it is entitled to a Back Tax Payment;
3. a certified copy of an ordinance enacted by the Class Member
accepting all terms and provisions of this Settlement Agreement or, if
the Class Member chooses to effect its acceptance of all terms and
conditions of this Settlement Agreement by another accepted, legally
binding method, copies of an acknowledgment that the Class Member
agrees to be bound by the terms of this Settlement Agreement if
approved by the Court, which acknowledgment shall describe the
method used to accept this Settlement Agreement and shall be
accompanied by an opinion of counsel, addressed to Defendants, that
the Settlement Agreement, if approved by the Court, is a binding
obligation of the Class Member; and
4. the name and address to which the Back Tax Payment shall be made
and mailed.
The person submitting the Claim Form must certify that(i)the information contained in
and submitted with the Claim Form is complete and accurate to the best of his/her and the Class
Member's knowledge, after due inquiry; (ii) he/she is authorized to submit the Claim Form on
behalf of the Class Member and to make the attendant representations on behalf of the Class
Member; (iii) the Class Member agrees to be bound by the terms of this Settlement Agreement if
32
approved by the Court; and(iv)prior to submitting the Claim Form,the Class Member has taken
all actions necessary for this Settlement Agreement to be enforceable against the Class Member.
All completed Claim Forms and required supporting documents must be mailed to
the address designated by Defendants. The postmark deadline for submitting the Claim Form
will be sixty(60)days from the date of the mailing of the Claim Form to the Class Member,
unless an extension is agreed to by Defendants' Counsel and Class Counsel or permitted by the
Court.
Subject to Section N.H. below, submission of a Claim Form shall be deemed
acceptance by the Class Member of Defendants' calculation of the Back Tax Payment as
adequate consideration for the Released Claims and settlement of any back tax liability as set
forth in this Settlement Agreement and such amounts shall not be open to further audit or
dispute.
F. Approval and Rejection of Claim Forms
Defendants shall determine whether a Claim Form is valid based solely upon the
responses provided to the questions set forth on the Claim Form,the documents provided with
the Claim Form,and the postmarked date that the Claim Form is submitted. To be valid,a Claim
Form must: (1) be fully completed,as set forth in Section N.E.;(2)be certified by a duly
authorized representative of the Class Member,as set forth in Section N.E.: and(3)be timely
mailed to Defendants. If Defendants reject a Claim Form, Defendants shall within thirty(30)
days of receipt notify Class Counsel and the Class Member submitting the Claim Foran of the
rejection and the reasons for rejection in writing, as well as the procedure for challenging the
rejection.
G. Procedures for Challenging Rejection of Claim Forms
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Subject to Section W.H., which provides the sole basis for a Class Member to challenge
the amount of the Back Tax Payment,a Class Member that was notified by Defendants that its
Claim Form was rejected pursuant to the preceding Section shall have the right to challenge the
rejection under this Section W.G. Such Class Member shall be permitted a period of thirty(30)
days from the date of the mailing of the notice of rejection in which either to(a)resubmit the
Claim Form to Defendants with any missing information necessary for the Claim Form to be
approved, or(b)notify Defendants of its challenge to the rejection. Upon such notification,
Defendants promptly shall notify Class Counsel, who then shall have the obligation to meet and
confer with Defendants and representatives of the Class Member in question in an attempt
consensually to resolve the challenge. Failing consensual resolution, Defendants shall notify the
challenging Class Member that it may, within ten(10) days of receipt of such notice,present the
challenge through its counsel to the Court; provided, however,that any dispute regarding the
amount of the Back Tax Payment shall be handled pursuant to Section IV.H., and not pursuant to
this Section N.G. A claim by a municipality disputing a zero Back Tax Payment shall be
reviewed under this paragraph rather than under Section IV.H.
H. Disputes as to Amount of Back Tax Payment
In the event a Class Member disagrees with the Back Tax Payment set forth on Exhibit E,
such Class Member shall submit with its Claim Forth a detailed explanation as to why it believes
the Back Tax Payment was incorrectly calculated. In the event that Defendants disagree with
such a Class Member's contention, Defendants shall meet and confer in good faith with Class
Counsel and representatives of the Class Member in question in an effort to resolve the issue. If,
despite such consultation, the Class Member and Defendants cannot agree on the Back Tax
Payment,the figures contained in Exhibit E shall be the amount used to calculate the Class
34
Member's Back Tax Payment which such Class Member shall be entitled to receive pursuant to
the Settlement,subject to the Municipality's right to opt out of the Settlement,which opt-out
deadline shall be extended for such Municipality only for a period of thirty(30)days to resolve
disputes related solely to the amount of the Back Tax Payment. Such right to opt out shall be the
sole remedy of such Municipality,and the disagreement as to the amount of the Back Tax
Payment shall not be subject to challenge or appeal pursuant to Section N.G.or otherwise.
I.Payment and Processing of Approved Claims
Approved claims will be paid either by a check that is mailed on or before the date
specified in Section II.A.1.,or by a wire transfer, as specified on the Municipality's Claim Form.
V. PAYMENT OF ATTORNEYS' FEES AND EXPENSES AND SETTLEMENT COSTS
Attorneys' fees and expenses and settlement costs shall be paid as follows:
A. Costs of Notice
Defendants shall be responsible for providing notice of the proposed Settlement to the
municipalities as provided herein, including costs of identifying members of the Settlement
Class,costs of printing the Notice,and costs of mailing the Notice, and shall be responsible for
printing the Notice, Claim Forms,and other necessary documents. If, for any reason,the
Effective Date of the Settlement does not occur, then the costs of providing notice to the
municipalities that are incurred by Defendants shall nevertheless be bome by Defendants.
B. Costs of Administering Settlement
Defendants shall bear all reasonable costs of administering the Settlement and the cost of
printing and mailing any checks to be issued as part of the Settlement. If, for any reason,the
Effective Date of the Settlement does not occur,then the costs of administering the Settlement
that are incurred by Defendants shall nevertheless be borne by Defendants.
35
C. Attorneys' Fees,Expenses, and Attorneys' Liens
Class Counsel will make a Fee and Expense Application to be heard in connection with
the Final Fairness Hearing,requesting that the Court award attorneys' fees, costs and expenses in
the amount of Sixteen Million Two Hundred Fifty Thousand Dollars($16,250,000)(collectively,
the"Agreed Fees"), which shall be paid by Defendants out of the$65 million settlement fund.
Defendants agree not to oppose such request in an amount up to the Agreed Fees. Defendants
shall pay the lesser of(i) the amount of fees awarded by the Court, or(ii)the Agreed Fees,
within ten (10)days of the Effective Date of the Settlement. Upon full payment of such fees,
Class Counsel shall be deemed to release and discharge Defendants from and against any and all
attorneys' liens they may have on any and all sums paid to or for the benefit of each Class
Member hereunder, including without limitation any attorneys' lien pursuant to §§ 484.130 and
484.140 RSMo.
D. Severability of Attorneys' Fees and Expenses
The Parties agree that the rulings of the Court regarding the amount of attorneys' fees
and expenses,and any claim or dispute relating thereto, will be considered by the Court
separately from the remaining matters to be considered at the Final Fairness Hearing as provided
for in this Settlement Agreement. Any order or proceedings relating to the amount of allomeys'
fees or expenses,and any appeal from any order related thereto, shall not operate to terminate or
cancel the Settlement Agreement, affect the Releases provided for in the Settlement Agreement,
or affect whether the Order and Judgment of Dismissal is Final.
36
VI.RELEASES AND DISMISSALS
In order to effectuate the Parties' desire to fully,finally and forever settle,compromise,
and discharge all disputes arising from or related to the Action by way of compromise rather than
by way of fiuther litigation,the Releasing Parties and Defendants agree as follows:
A. Release by Releasing Parties
Upon the Effective Date of the Settlement,the Releasing Parties shall be deemed to have,
and by operation of the Order and Judgment of Dismissal shall have, fully, finally,and forever
released,relinquished,and discharged the Released Claims,as defined in Section I.Y. Further,
upon the Effective Date of the Settlement and to the fullest extent permitted by law, Plaintiffs
and each of the Class Members shall be barred and estopped from commencing,prosecuting,or
participating in, either directly, indirectly, representatively,as a member of or on behalf of the
general public, or in any capacity, any recovery in any action in this or any other forum(other
than participation in the Settlement as provided herein) in which any of the Released Claims are
asserted.
B. Release by Defendants
Upon the Effective Date of the Settlement, Defendants shall be deemed to have, and by
operation of the Order and Judgment of Dismissal shall have, fully, finally, and forever released,
relinquished, and discharged Plaintiffs,the Class Members and Class Counsel, from all claims
arising out of, in any way relating to, or in connection with the institution, prosecution,assertion,
settlement,or resolution of the Action or the Released Claims. In any future dispute relating to
Defendants' payment of Business License Taxes, Defendants shall not raise any claims or
_defenses relating tor the enactment or validity of the Class Members' Business License Tax codes
or ordinances in the form existing as of the Effective Date of this Settlement Agreement or the
37
applicability of those codes or ordinances to the revenue streams deemed included within the
Business License Tax base under this Settlement Agreement.
C. Preclusive Effect
On the Effective Date of the Settlement, Plaintiffs and each and every Class Member
shall be bound by this Settlement Agreement and shall have recourse exclusively to the benefits,
rights and remedies provided hereunder. No other action,demand, suit or other claim may be
pursued against Defendants with respect to the Released Claims by the Releasing Parties. The
Parties acknowledge and agree that Defendants' agreement to pay the Back Tax Payment to each
Class Member which submits a valid and timely Claim Form and the Future Tax Benefit with
respect to each Class Member, as well as the attorneys' fees provided herein, is based on each
such Class Member's representation that it has the authority to enter into, and will be bound by,
this Settlement Agreement. The Parties further acknowledge and agree that, in the event a court
of competent jurisdiction declares that this Settlement Agreement is unenforceable against, or
can be voided or rescinded by, any Class Member, it would be unjust and inequitable for such
Class Member to retain the consideration paid by Defendants hereunder, yet reinstitute any legal
Proceeding against Defendants with respect to the matters released herein. Notwithstanding
anything to the contrary contained herein or provided under applicable law(including without
limitation, to the extent applicable, § 432.070 RSMo),the dismissal with prejudice of the Action
as set forth herein shall be res judicata and shall bar the re-filing of any and all Released Claims
that were or could have been brought by the Class Members. In addition, in the event that,
despite the provisions of this Settlement Agreement, any Releasing Party is permitted in the
future to pursue any claim that is or was a Released Claim under this Agreement, such Releasing
Party shall forfeit and return to Defendants,prior to proceeding with any such claim, any Back
38
Tax Payment received from Defendants pursuant to this Agreement. For avoidance of doubt,the
provisions of this Section shall be severable from the remaining provisions of this Settlement
Agreement, and the Parties acknowledge and agree that the consideration given by Defendants
under this Settlement Agreement constitutes fair and adequate consideration for the releases by
the Class Members hereunder, and for the obligations of the Class Members and Class Counsel
under this Section and the remaining Sections of this Settlement Agreement.
D. Mistake
In entering into this Settlement Agreement,the Releasing Parties and Defendants each
assume the risk of any mistake of fact or law. If they, or any of them,should later discover that
any fact which they relied upon in entering this Agreement is not true, or that their understanding
of the facts or law was incorrect, they shall not be entitled to set aside this Settlement Agreement
by reason thereof.
E. Covenant Not to Sue
As of the Effective Date of the Settlement, this Settlement Agreement may be pled as a
full and complete defense to any Released Claims that may be instituted, prosecuted or attempted
in breach of this Settlement Agreement. Except as otherwise provided in Sections II.A.2.d.,
II.A.2.R., and II.A.2.h. herein,the Releasing Parties covenant that they will not institute or
prosecute,against Defendants, any action, suit or other proceeding based in whole or in part
upon any of the Released Claims,and Defendants likewise covenant that they will not institute or
prosecute against the Releasing Parties or any of them,any action,suit or other proceeding based
in whole or in part upon any of the Released Claims nor based in whole or in part on the
defenses, counterclaims, or other assertions raised by Defendants in the Action.
F. Injunctive Relief
39
The Parties, and each of them,covenant that this Settlement Agreement may be used as a
basis for a temporary restraining order,preliminary injunction, or permanent injunction against
any breach of this Agreement. The Parties judicially admit hereby for all purposes that time is of
the essence as to all terms and conditions of the Settlement Agreement and that damages for a
breach of this Settlement Agreement would be inadequate.
VII. . CERTIFICATION OF SETTLEMENT CLASS AND COURT APPROVAL OF
THE SETTLEMENT
The Parties shall use their respective best efforts to obtain Court approval of this
Settlement Agreement. The process for obtaining Court approval of this Settlement Agreement
shall be as follows:
A. Appointment of Class Representatives and Class Counsel
For settlement purposes only, Plaintiffs and Defendants will request, as part of the
Preliminary Approval Order,that the Court make preliminary findings and enter an Order
granting,provisional certification of the Settlement Class, subject to final findings and ratification
of the Order and Judgment of Dismissal, and appointing Plaintiffs as Class Representatives of
the Settlement Class, and John W. Hoffman and Douglas R. Sprong, Korein Tillery, LLC, 505 N.
Seventh Street, Suite 3600, St. Louis, MO 63101; John F. Mulligan, Jr., 1600 South Hanley,
Suite 101, Richmond Heights,MO 63144; and Howard Papemer, 9322 Manchester Road, St.
Louis, MO 63119, as Class Counsel.
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B. Conditional Certification
Defendants consent to certification of the Settlement Class for the sole purpose of
effectuating the settlement of this Action. If this Settlement Agreement is terminated pursuant to
its terms,or if the Settlement Agreement is not approved, the Order conditionally certifying the
Settlement Class shall be automatically vacated upon notice to the Court of the termination of the
Settlement Agreement,and the matter shall proceed as though the Settlement Class had never
been conditionally certified and such findings had never been made, without prejudice to the
ability of any Party thereafter to request or oppose class certification on any basis.
C. Preliminary Approval
As soon as practicable after the execution of this Settlement Agreement by Class Counsel
and Defendants' Counsel, but no later than ten(10)days after the last person executes this
Settlement Agreement, unless an extension is agreed to by Defendants' Counsel and Class
Counsel, Class Counsel and Defendants' Counsel shall submit the Settlement Agreement to the
Court and shall jointly request entry of the Preliminary Approval Order substantially in the form
of Exhibit C hereto. The Preliminary Approval Order shall include provisions: (1)preliminarily
certifying the Settlement Class for settlement purposes only; (2)preliminarily approving
Plaintiffs as Class Representatives; (3) preliminarily approving this Settlement and finding this
Settlement sufficiently fair, reasonable and adequate to allow Notice to be disseminated to
Missouri municipalities; (4)approving the form of the Notice; (4) setting a schedule for final
approval of the Settlement; (5)providing a date for submitting Claim Forms and for filing
objections or for opting out; and(6)providing that,pending entry of the Order and Judgment of
Dismissal,neither Plaintiffs nor any Class Member(either directly, in a representative capacity,
or in any other capacity) shall commence or continue any action against Defendants asserting
41
any of the Released Claims and that all proceedings in the Action are stayed, other than such
proceedings as are related to the Settlement.
D. Opt-Out Procedure
Each member of the Settlement Class wishing to opt out of the Settlement Class shall
individually sign and timely submit a Request for Exclusion to a designated address. To be
valid, the Request for Exclusion must: (a) set forth the name of the Municipality and its duly
authorized representative's name, address and phone number, and the name and cause number of
the Action(State of Missouri, et al., v. SBC Communications, Inc., et al., Cause No. 044-02645);
(b) be signed by an authorized representative of the Municipality; (c)clearly manifest an intent
to be excluded from the Settlement Class; and (d) be postmarked no later than forty-five (45)
days after the date of mailing the Notice.
E. Objections to Settlement
A Municipality wishing to object to the proposed Settlement and/or the Fee and Expense
Application may do so by filing a written objection, stating, in detail, the substance of the
objection and the reason(s)therefor. The objection must be filed with the Clerk of the Court and
served upon counsel for all Parties, whose names and addresses are listed in the Notice,within
forty-five(45)days of the date of the mailing of the Notice. Any Class Member may appear at
the Final Fairness Hearing by duly authorized counsel and be heard, in support of or in
opposition to the fairness, reasonableness, or adequacy of the proposed Settlement. No Class
Member or counsel, however, shall be heard at the hearing, and no paper,brief, or evidence
submitted by any such person shall be received or considered by the Court, unless such person,
within forty-five (45)days of the date of the mailing of the Notice, files with the Clerk of Court
and serves upon counsel for all Parties, whose names and addresses shall be listed in the Notice,
42
a notice of his or her intention to appear, a statement of the position he or she will assert, and the
reasons for his or her position,and all papers, briefs,or other evidence that he or she intends to
present to the Court in support of such position.
F. Final Fairness Hearing
On the date set forth in the Preliminary Approval Order,which shall be approximately
ninety(90)days after mailing of the Notice,the Court shall conduct a Final Fairness Hearing in
order to: (1)determine whether to grant final approval to this Settlement Agreement; (2)consider
any timely objections to this Settlement and all responses to objections by the Parties;and(3)
rule on the Fee and Expense Application. At the Final Fairness Hearing,the Parties shall ask the
Court to give final approval to this Settlement Agreement. If the Court grants final approval to
this Settlement Agreement,then the Court shall enter an Order and Judgment of Dismissal,
substantially in the form of Exhibit D hereto,which approves the Settlement, authorizes entry of
a final judgment and dismisses the Action with prejudice with respect to Defendants.
VIII. LIMITATIONS ON USE OF SETTLEMENT AGREEMENT
The Parties' use of the Settlement Agreement shall be limited as follows:
A. No Admission
Neither the acceptance by Defendants of the terms of this Settlement Agreement nor any
of the related negotiations or proceedings is or shall be construed as or deemed to be legal
evidence of an admission by Defendants with respect to the merits of the claims alleged in the
Action, the validity of any claims that could have been asserted by any of the Class Members in
the Action, or the liability of Defendants in the Action. Defendants specifically deny any
liability or wrongdoing of any kind associated with the claims alleged in the Action. Aside from
the obligation to pay Business License Taxes going forward,as set forth in Section II.A.2. above,
43
this Settlement Agreement is not intended.to, and shall not be construed as imposing any other
obligations on Defendants under the Class Member's respective ordinances, including without
limitation any rate regulation or customer service requirements.
B. No Evidentiary Use
This Agreement shall not be used, offered or received into evidence in the Action for any
purpose other than to enforce, construe or finalize the terms of the Settlement Agreement and/or
to obtain the preliminary and final approval by the Court of the terms of the Settlement
Agreement. Neither this Agreement nor any of its terms shall be offered or received into
evidence in any other action or proceeding except in a proceeding by a third party challenging
any of the payments or obligations hereunder, or as otherwise provided herein.
C. Characterization to Media
The Parties agree that in the event any counsel for any Party contacts or is contacted by
any member of the media regarding the Action or this Settlement Agreement, said counsel shall
not refer to or characterize the Action or the Settlement Agreement as continuing or evidencing
an admission or inference of. (1) liability, fault or wrongdoing on the part of Defendants or
Defendants' Counsel, including any wrongdoing in connection with the defense of the Action; or
(2) lack of merit of any claim asserted in the Action,or wrongdoing on the part of Plaintiffs,
Class Counsel or the Class Members in connection with the institution, prosecution or settlement
of the Action.
IX.MISCELLANEOUS PROVISIONS
A. Assignment
Except for the ordinary assignment of tax revenues in connection with municipal tax
anticipations and other financings, or any assignment of Back Tax Payment made to the Missouri
44
Municipal League or St. Louis County Municipal League pursuant to the Claim Form(but only
if such assignment to the Missouri Municipal League or St. Louis County Municipal League is
specifically authorized by an ordinance that is submitted with the Class Member's Claim Form),
each Party represents, covenants and warrants it has not directly or indirectly assigned,
transferred, encumbered or purported to assign, transfer,or encumber to any person or entity any
portion of any liability,claim,demand, cause of action or rights that it herein releases.
B. Binding on Assigns
This Agreement shall be binding upon and inure to the benefit of the Parties, all Class
Members, and their respective heirs,trustees, executors, successors and assigns.
C. Captions and Interpretations
Section titles or captions contained herein are inserted as a matter of convenience and for
reference,and in no way define, limit, extend or describe the scope of this Agreement or any
provision hereof. Each term of this Agreement is contractual and not merely a recital.
D. Construction
The Parties agree that the terms and conditions of this Settlement Agreement are the
result of arm's-length negotiations between the Parties and that this Agreement shall not be
construed in favorof or against any Party by reason of the extent to which any Party,or his,her
or its counsel,participated in the drafting of this Agreement.
E. Counterparts
This Agreement,and any amendments hereto,may be executed in any number of
counterparts,and any Party may execute any such counterpart,each of which when executed and
delivered shall be deemed to be an original and all of which counterparts taken together shall
constitute but one and the same instrument.
I
45
F. Governing Law
Construction and interpretation of the Agreement shall be determined in accordance with
the laws of the State of Missouri, irrespective of the State of Missouri's choice of law principles.
G. Integration Clause
This Agreement, including the Exhibits referred to herein, which form an integral part
hereof, contains the entire understanding of the Parties in respect of the subject matter contained
herein. There are no promises, representations, warranties,covenants or undertakings governing
the subject matter of this Agreement other than those expressly set forth in this Agreement. This
Agreement supersedes all prior agreements and understandings among the Parties with respect to
the settlement of the Action. This Agreement may not be changed, altered or modified, except in
a writing signed by the Parties and approved by the Court. This Agreement may not be
discharged except by performance in accordance with its terms or by a writing signed by the
Parties.
H. Invalidation
The voiding, by Court order or otherwise, of any material portion of this Agreement shall
invalidate the Agreement in its entirety unless the Parties agree in writing that the remaining
provisions shall remain in full force and effect, except as otherwise explicitly provided for in
Section VI.C.
1. Jurisdiction
The Court shall retain jurisdiction, after entry of the Order and Judgment of Dismissal,
with respect to enforcement of the terms of this Settlement, and all Parties and members of the
Settlement Class submit to the exclusive jurisdiction of the Court with respect to the enforcement
of the Settlement and any dispute with respect thereto.
46
J. Modification
If the Court orders any modification to the Settlement Agreement that has not been
previously agreed to by the Parties,as a condition of preliminary approval or final approval of
the Settlement Agreement,then the Parties, and each of them,shall have the option to rescind the
Settlement Agreement and resume the Action if they are not willing to accept any such
modification.
K No Collateral Attack
This Agreement shall not be subject to collateral attack by any Class Member at any time
on or after the date upon which the Order and Judgment of Dismissal becomes Final. Such
prohibited collateral attacks shall include claims that a Class Member's claim was improperly
denied, that the payment to a Class Member was improperly calculated, and/or that a Class
Member failed to receive timely Notice of the Settlement Agreement.
L. Nullification
If, for any reason,the Court fails to grant preliminary approval as provided herein,the
Court fails to grant final approval to this Settlement Agreement or the approval of the Order and
Judgment of Dismissal is reversed or rendered void as a result of an appeal,then: (1)this
Settlement Agreement shall be considered null and void; (2) neither this Settlement Agreement
nor any of the related negotiations shall be of any force or effect; (3)the certification of the class
for settlement purposes shall be vacated and any findings regarding the certification shall not be
used or admissible for any purpose in the Action or any other proceedings involving the subject
matter of the action;and(4)all Parties to this Settlement Agreement shall stand in the same
position, without prejudice,as if the Settlement Agreement had neither been entered into nor
filed with the Court.
47
M. Parties' Authority
The signatories hereto hereby represent that they are fully authorized to enter into this
Agreement and bind the Parties to the terms and conditions hereof.
N. Receipt of Advice of Counsel
The Parties acknowledge, agree, and specifically warrant to each other that they have
read this Settlement Agreement, have received legal advice with respect to the advisability of
entering into this Settlement, and fully understand its legal effect.
O. Right to Rescind
Upon the occurrence of any of the following events prior to the Effective Date of the
Settlement, Defendants may, at their option, elect to rescind this Settlement Agreement: (i) a sum
of fifty (50)or more Municipalities(other than the City of St. Louis) (a) in which AT&T
Missouri does business and (b)which are included within the definition of the Settlement Class,
or(ii)a Municipality or a sum of Municipalities (a)in which AT&T Missouri does business and
(b)which represent Back Tax Payments totaling $4,875,000 or more, validly and timely object to
the Settlement or fail to submit a valid and timely Claim Form or request exclusion from the
Settlement Class. For purposes of this Section IX.O., only those objections to this Settlement
which are not withdrawn prior to the Final Fairness Hearing shall be included in the calculation
of the threshold amounts related to Defendants' option to rescind. Defendants' election to
rescind pursuant to this Section must be made in writing and be delivered to Class Counsel no
later than the Effective Date of the Settlement. Upon the exercise by Defendants of the option to
terminate, this Agreement is nullified as set forth above in Section IX.L.
48
i
P. Waiver of Compliance
Any failure of any Party to comply with any obligation,covenant,agreement or condition
herein may be expressly waived in writing,to the extent permitted under applicable law,by the
Party or Parties entitled to the benefit of such obligation, covenant,agreement or condition. A
waiver or failure to insist upon strict compliance with any representation, warranty, covenant,
agreement or condition shall not operate as a waiver of,or estoppel with respect to,any
subsequent or other failure.
49
IN WITNESS WHEREOF, Plaintiffs' counsel and proposed Class Counsel and
Defendants' Counsel have executed this Settlement Agreement on this 26th day of June 2009;
subject to Court approval.
Plaintiffs'Counsel, Proposed Class Counsel, and Plaintiffs'Authorized Representatives:
By: k�, V. I P,
ohn Hoffman
n.Tillery
Douglas R. Sprong
Korein Tillery, LLC
505 N. 7`" Street, Suite 3600
St. Louis, MO 63101
By: ki o W4/
Jo . Mulligan,
1604 South Hanley, Suite 101
Richmond Heights, MO 63144
By:
Howard Paf erner
9322 Manchester Road
St. Louis, MO 63119
50
Defendants'Co e!and Defendants'Authorized Representatives:
By:
TROMP COBURN, L.L.P.
Stephen ggins
Amanda Hettinger
Sharon B. osenberg
Ann Ahrens Beck
One U.S. Bank Plaza
St. Louis MO 63101
By: AK
AT T L G
Jo F ,Jr.
One T&T Center Room 3558
St. Louis, MO 63101
51
EXHIBIT A
IN THE CIRCUIT COURT OF THE CITY OF ST.LOUIS,
STATE OF MISSOURI
Case No.044-02645
NOTICE OF AT&T CLASS ACTION SETTLEMENT AND APPROVAL HEARING
To: [CITY NAME]
[ADDRESS 11
[ADDRESS 2], MISSOURI[ZIP CODE]
STATE OF MISSOURI,at the relation and This notice explains the settlement of a class
to the use of the CITY COLLECTORS OF action lawsuit concerning revenues subject to
WELLSTON and WINCHESTER, MISSOURI; business license taxes that municipalities
CITY OF UNIVERSITY CITY,MISSOURI; impose on AT&T Missouri, SBC Long
CITY OF WELLSTON,MISSOURI;and Distance,LLC,and related entities
CITY OF WINCHESTER,MISSOURI;on behalf of ("Defendants"or"AT&T"). The settlement
themselves and all others similarly situated, has been preliminarily approved by the Court
and provides for the payment of back taxes
Plaintiffs, and future taxes to these municipalities.
V. PLEASE TAKE NOTICE THAT on
in the Circuit Court of the City
SBC COMMUNICATIONS,INC.n/k/a AT&T,INC.; of St.Louis, 1114 Market, St.Louis,MO
SBC LONG DISTANCE INC.,f/k/a SBC 63101,at _.in.,a hearing shall be
COMMUNICATIONS SERVICES,INC.; conducted to determine whether to grant final
SOUTHWESTERN BELL TELEPHONE,L.P.,d/b/a approval to the settlement,consider any timely
SBC MISSOURI and AT&T MISSOURI;and SBC objections to the settlement,and rule on the
LONG DISTANCE,LLC; fee and expense application submitted by
attorneys for the Plaintiffs.
Defendants.
No payment of back taxes by Defendants will
be made available to municipalities under the
settlement agreement until after the settlement
has become final and non-appealable.
Read this notice carefully. You may be
entitled to share in the settlement proceeds of
this lawsuit. Your rights to a monetary award
may be affected.
1. What is this lawsuit about?
Plaintiffs contend that AT&T did not pay taxes on certain gross receipts derived from providing telephone,
exchange telephone,public utility or telecommunications services,and interest and/or penalties thereon.
Defendants have denied these allegations and have argued that the taxes do not apply to the disputed
receipts,such as revenues derived from carrier access,federal universal service fund(FUSF)surcharges,
state universal service fund(SUSF)surcharges,end user common line(EUCL)surcharges, intrastate long
distance, interstate long distance,toll,private line,customer premises equipment(CPE),Call Notes voice
messaging services,and other products and services.
Based on the information available to both sides,and the risks involved in a trial,attorneys for the class
have concluded that the proposed settlement is fair,reasonable, and adequate,and that it serves the best
interests of class members.
2. Who are the parties in this class action?
Notice of Class Action Settlement and Approval Hearing--Page 1 of 8
The named Plaintiffs in this class action are the City of University City,Missouri,City of Wellston,
Missouri,and City of Winchester,Missouri. Plaintiffs filed this lawsuit as a class action to assert their own
individual claims and to represent a class of municipalities with similar claims.
The Defendants,subsidiaries,and affiliates included in the settlement are Southwestern Bell Telephone
Company d/b/a AT&T Missouri,SBC Long Distance,LLC d/b/a AT&T Long Distance,AT&T Messaging,
Inc.,AT&T Inc.,American Information Technologies Corporation(Nevada),American Telephone and
Telegraph Company,Ameritech Information Industry Services,Inc.,Ameritech Publishing,Inc.,Ameritech
Services,Inc.,AT&T Advanced Solutions,Inc.(now merged into AT&T Corp.),AT&T Advertising,L.P.,
AT&T Broadband Services Purchasing and Leasing,LLC,AT&T Capital Holdings International, Inc.,
AT&T Capital Holdings,Inc.,AT&T Capital Services,inc.,AT&T Communications-East,Inc.,AT&T
Communications of the Southwest,Inc.,AT&T Consulting Solutions,Inc.,AT&T Corp.,AT&T Credit
Holdings,Inc.,AT&T DataComm, Inc.,AT&T Foundation,AT&T Global Network Services LLC,AT&T
Government Solutions,Inc.,AT&T Information Systems,Inc.,AT&T Labs,Inc.,AT&T Management
Services,L.P.,AT&T Messaging,LLC,AT&T Network Procurement L.P.,AT&T Operations,Inc.,AT&T
Services,Inc.,AT&T Solutions Inc.,AT&T Technical Services Company,Inc.,AT&T Technologies,Inc.,
AT&T Video Services,Inc.,Bell South Long Distance,Inc.d/b/a AT&T Long Distance Service,L.M.
Berry&Company,Missouri Bell Telephone Company,Pacific Bell Telephone Company,Resort WiFi
Operating Corp.,SBC Asset Management,Inc.,SBC Global Services,Inc.,SBC Internet Services,Inc.,
SBC Telecom, Inc.,SBC Tower Holdings,LLC,SBCSI Purchasing&Leasing Limited Partnership,SNET
of America,Inc.d/b/a AT&T Long Distance East,Southwestern Bell Yellow Pages,Inc.,Southwestern
Bell Yellow Pages Resources,Inc.,Sterling Commerce(America),Inc.,Sterling Commerce,Inc.,SW13T
Purchasing&Leasing Limited Partnership,TCG America,Inc.,TCG Kansas City,Inc.,TCG St. Louis,
Inc.,Teleport Communications Group Inc., Wayport,Inc.,and YellowPages.com, LLC.
3. What compensation or benefits will the settlement provide?
The settlement, if it is finally approved by the Court,provides for the payment of back taxes and future
taxes as described in more detail below. In addition,to the extent Defendants have paid any taxes under
protest and have initiated any tax protest actions against you,those protest actions will be dismissed and the
protested taxes released unconditionally to you upon the effective date of the settlement.
a. Payment of Back Taxes. The Settlement specifies a back tax payment with respect to each
municipality,and your back tax payment is shown below. This payment was determined as
follows:
a'?f u N ._2� � '#tiFi. ?t �` X�,�i 7 -n .!'`• ix1' ,2
S65M Amt,of A-B Gross Taxable+ Claus E x F D+G Sum of all the Sum of all the I+1 H/K C x L
anameys' receipts Sales of Member's entries in the entries in the
fees BLT SBC LD BLT Rate D Column a Column
approved paid or in 2008 Effective on
by the to be in Class 6130/08 (Mis will This will
Count paid by Member equate to equate to
AT&T under For Class Total Amt.of Total AmL of
Missouri MO Members with gross receipts Taxable Sales
in 2008 State a dual BLT BLT paid or of SBC LD
to a Sales rates,or a to be paid by statewide in
Class T®t on BLT rate for AT&T 2008 under
Member Telecom. business Missouri MO state
customers; statewide in Sala Tax on
oily,a 2008 to SL Telecom for
blended BLT Louis County SL Louis
rate was used and County and
Municipalities Municipalities
(does NOT (does NOT
include City include City
of of
Springfield, Springfield,
City of SL I OrCityOfSL
Notice of Class Action Settlement and Approval Hearing--Page 2 of 8
Louis,City of Louis)
Cape multiplied by
Girardeau) appropriate
BLT rates
The amount of the Back Tax Payment for you pursuant to the Settlement is estimated to be:
[ -:I. Because the formula for calculating the Back Tax Payment depends on the calculations of
each Class Member's 2008 Business License Tax payment,it is possible that a municipality's share of the
amount to be distributed pursuant to the Settlement may change if the Defendants approve an adjustment to
the calculations pursuant to a Class Member's appeal to Defendants under Section IV.H.of the Settlement
Agreement,or otherwise.
b. Payment of Future Taxes.
AT&T Missouri
With respect to AT&T Missouri,the business license tax code or ordinance of each class member
shall be interpreted to apply to:(i)revenues upon which AT&T Missouri already pays a business
license tax to that class member;PLUS(ii)revenues from any additional services that are subject
to Missouri's state sales tax on"telecommunications service"as that term is used in
§§ 144.010.1(13),as restricted by§ 144.030.1 RSMo;PLUS(iii)revenues as described in section
(ii)above from any retail customer which would otherwise be subject to the Missouri state sales
tax but for an exemption for such customer from the state sales tax(e.g.,not-for-profits under
§ 144.030.2(19)RSMo). Services subject to the business license tax shall include,but not be
limited to,FUSF,SUSF,intraLATA toll service,EUCL,and intrastate private line service.
Services subject to the business license tax shall not include,inter alia,carrier access,revenues
derived from interstate services(although AT&T Missouri agrees to pay the tax on revenues from
intraLATA interstate telephone service),Call Notes,and CPE. AT&T Missouri acknowledges
that it will include receipts from business license tax surcharges in the business license tax base.
SBC Long Distance, LLC
With respect to SBC Long Distance,LLC,the business license tax code or ordinance of each class
member shall be interpreted to apply to:(i)revenues from services that are subject to Missouri's
state sales tax on"telecommunications service"as that term is used in §§ 144.010.1(13),as
restricted by § 144.030.1 RSMo;PLUS(ii)revenues as described in section(i)above from any
retail customer which would otherwise be subject to the Missouri state sales tax but for an
exemption for such customer from the state sales tax(e.g.,not-for-profits under§ 144.030.2(19)
RSMo). Services subject to the business license tax shall include,but not be limited to, intrastate
long distance telephone services. Services subject to the business license tax shall not include,
inter alia,interstate long distance telephone services. SBC Long Distance,LLC acknowledges
that,henceforth,it will include receipts from business license tax surcharges in the business
license tax base.
IF YOU ARE A MEMBER OF THE CLASS RECEIVING THIS NOTICE AND DO NOT FILE A
CLAIM FORM,YOU WILL NOT BE ENTITLED TO RECEIVE ANY PAYMENT FOR BACK
TAXES THAT ARE THE SUBJECT OF THIS LAWSUIT.
4. Are you a member of the class?
This notice has been sent to you because you may be a member of a group of municipalities(a class)for
whom a settlement with AT&T has been reached. The class consists of all Missouri municipalities(except
Springfield,Missouri)that have imposed a business license tax on or before June 26,2009,on providers of
telephone service,exchange telephone service,public utility service,or any other type of
telecommunications service,including gross receipts taxes, in which AT&T Missouri or SBC Long
Distance,LLC does business.
Notice of Class Action Settlement and Approval Hearing--Page 3 of 8
If the"subtotal"amount for you shown in Section 3 above is zero(0),it signifies that according to records
available to AT&T and Class Counsel you either do not have a gross receipts business license tax or AT&T
Missouri or SBC Long Distance,LLC did not do business in your municipality during 2008. If you
disagree with this,you can submit an explanation for the basis of your disagreement along with your claim
form as described in Section 6(b)below.
5. What do you have to do to receive payment for Back Taxes from the Settlement?
In order to receive payment for back taxes from the Settlement,your duly authorized representative must
timely submit the attached claim form providing: (1)the name,address and telephone number of your duly
authorized representative(s),to whom all inquiries regarding the claim form and your business license tax
may be directed;(2)a certified copy of an ordinance enacted by you accepting and binding you to all terms
and provisions of the Settlement Agreement,or—if you can bind yourself to the Settlement Agreement
without enacting an ordinance and choose to do so instead of enacting an ordinance—some other
acknowledgment binding you to the terms of the Settlement Agreement if the agreement is approved by the
Court;(3)only if your Back Tax Payment is listed as SO on Exhibit E,a certified copy of the ordinances
or municipal code provisions imposing the Business License Tax pursuant to which you believe you are
entitled to a Back Tax Payment;and(5)the name and address to which your back tax payment shall be
made and mailed by AT&T. If you choose to acknowledge that you are bound by the Settlement
Agreement without enacting an ordinance,then you will also need to provide an opinion of counsel,
addressed to AT&T,that you are bound by the Settlement Agreement.
The deadline for filing a claim is 60 days from the date of this Notice. Any claim that is postmarked
after this date will be rejected and you will not be entitled to back tax class relief.
6. What are your options?
If you are a member of the class and have received this notice,you will have the following options:
• File a claim if you meet the criteria set out in Section 5 above.
• Do nothing,thereby foregoing the possibility of receiving any back tax relief.
• Stay in the class and file an objection if you disagree with any part of the settlement or the request for
attorneys' fees or expenses.
• Exclude yourself from the class,which means you will not participate in any of the financial benefits
from the proposed settlement,will not be bound by the release made or judgment entered in connection
with the settlement,and will not be permitted to object to any part of the settlement.
The following sections explain the consequences of pursuing each option.
a. What happens if you file a claim?
If you are a class member and you complete and mail the enclosed form,and if the mailed form is
approved by AT&T,you will receive the payments described above once the settlement has
become final. Additionally,if your claim form is approved,any tax protest actions brought by
AT&T against you shall,upon final approval of the settlement,be dismissed and such protested
amounts released to you. Please note: because the formula for calculating your back tax payment
depends on the calculations of each class member's 2008 business license tax payment,it is
possible that your share of the amount to be distributed pursuant to the settlement may change if
the Defendants approve an adjustment to the calculations pursuant to a class member's appeal to
Defendants.
Any business license tax payments made by AT&T between November 1,2009 and the entry of
the Order and Judgment of Dismissal approving this settlement,to the extent identified by AT&T
Notice of Class Action Settlement and Approval Hearing--Page 4 of 8
with such payment as an incremental payment,shall be deemed to be made under protest and each
class member must hold any such payments in a segregated account until final approval of this
settlement at which point,if you have filed an approved claim form,all of these payments will be
released to you. AT&T will also dismiss any protest actions filed with respect to these payments.
Unless you submit a Request for Exclusion(see Section 6(e)below),you will be prohibited from
bringing a lawsuit against Defendants based on or related to any of the claims asserted by the
Plaintiffs.
If you file a claim form,you agree to retain Class Counsel to act as your attorneys,at no additional
cost to you other than as provided for in the Settlement Agreement,to resolve any dispute that
arises in connection with the litigation and settlement,until 30 days after the Effective Date of
Settlement.
b. What happens if you disagree with the amount of the Back Tax Payment?
Under the terms of the settlement,a municipality that disagrees with the Back Tax Payment
amount may submit a detailed explanation as to why it believes the Back Tax Payment was
Incorrectly calculated with its claim form. In the event AT&T disagrees with the municipality's
contention,AT&T is obligated to meet and confer in good faith with Class Counsel and
representatives of the municipality in question in an effort to resolve the issue. If after such
consultation,the municipality and AT&T cannot agree on the Back Tax Payment,the Back Tax
Payment specified in this Notice shall be the amount the municipality is entitled to receive
pursuant to the Settlement. If the municipality does not agree with the amount of the Back Tax
Payment,it may either opt out of the Settlement as set forth in Section 6(e)of this Notice,or
nonetheless accept the amount of the back tax payment as calculated by AT&T. The opt-out
deadline shall be extended for such municipality for a period of 30 days to resolve disputes related
solely to the amount of the Back Tax Payment. If the parties are unable to resolve a disagreement
as to the amount of the Back Tax Payment after the consultation set forth above,such
disagreement shall not be subject to other challenge or appeal.
C. What happens if you do not file a claim?
Under the terms of the settlement,if you do not file a claim form,you will not receive any
payment of back taxes. Assuming the Court approves the settlement,and you do not file a claim
or submit a request for exclusion,you nevertheless will be prohibited from bringing or joining any
lawsuit against Defendants based on or related to any of the claims asserted by the Plaintiffs.
d. How do I rile an objection?
You must state your objection in writing and file it with the Court postmarked no later than
,2009. The objection should be addressed to the Honorable Edward Sweeney,
Division 31 of the Circuit Court of the City of St.Louis,State of Missouri, 1114 Market St., St.
Louis,MO 63 10 1,and marked to indicate"objections to proposed settlement in State of Missouri
v. SBC,Case No.044-02645."
Notice of Class Action Settlement and Approval Hearing--Page 5 of 8
i
You must simultaneously mail your objection to Class Counsel:
John W.Hoffman John F.Mulligan,Jr.
Douglas R.Sprong 1600 South Hanley,Suite 101
Korein Tillery, LLC Richmond Heights,MO 63144
505 N.7"Street,Suite 3600
St_Louis,MO 63101
Howard Papemer
9322 Manchester Road
St.Louis,MO 63119
and to AT&T's attorneys:
John F.Medlcr,Jr. Stephen B.Higgins
AT&T Legal Department Amanda J.Hettinger
One AT&T Center,Room 3558 Sharon B.Rosenberg
St.Louis,MO 63101 Ann Ahrens Beck
Thompson Coburn,L.L.P.
One U.S.Bank Plaza
St.Louis,MO 63101
Included in any such objection must be a statement of the basis for your objection and a
declaration stating that you are a member of the class as described in Section 4 above. If you do
not properly file and serve an objection by the required date,any objections you have to the
settlement will be waived.
e. How do 1 exclude myself from the class?
You can exclude yourself from the class,which means you will not participate in any aspect of the
settlement and you may pursue your own claims,if any,at your own expense against the
Defendants. To exclude yourself,you must state your request to be excluded in writing and
deliver or postmark your request no later than 2009,to:
AT&T Municipal Tax Settlement Administrator
[INSERT ADDRESS]
You must simultaneously mail your exclusion request to Class Counsel:
John W.Hoffman John F.Mulligan,Jr.
Douglas R.Sprong 1600 South Hanley,Suite 101
Korein Tillery,LLC Richmond Heights,MO 63144
505 N.7"Street,Suite 3600
St.Louis,MO 63101
Howard Papemer
9322 Manchester Road
St.Louis, MO 63119
Notice of Class Action Settlement and Approval Hearing—Page 6 of 8
and to AT&T's attorneys:
John F.Medler,Jr. Stephen B.Higgins
AT&T Legal Department Amanda J.Hettinger
One AT&T Center,Room 3558 Sharon B. Rosenberg
St.Louis,MO 63101 Ann Ahrens Beck
Thompson Coburn,L.L.P.
One U.S. Bank Plaza
St.Louis,MO 63101
7. When will the Court conduct the Final Fairness Hearing?
The Court will conduct a public hearing to determine whether to approve the proposed settlement,and to
determine the amount of fees and expenses to be awarded to the attorneys for the plaintiffs and the class on
,2009,at _.m. Although the hearing will be open to the public,you will not be
permitted to speak in opposition to the issues above at the hearing unless you have filed a timely objection
to the settlement,or to the attorneys' fees and expenses in the manner described above. If you have filed an
objection,you may appear with your own counsel and be heard at the hearing.
8. How much money will the attorneys be paid and who will pay it?
The attorneys for the plaintiffs and the class will submit to the Court for approval a request for attorneys'
fees and expenses in the amount of$16,250,000,to be paid by Defendants.
AT&T has agreed not to oppose an award of fees and expenses in the amount set forth in this Notice. The
Court will determine the amount of any fees and expenses awarded to Class Counsel. The amount of back
tax money that any individual class member may receive will not be reduced by the amount of fees or
expenses awarded to counsel or the number of claim forms submitted.
9. Assignment to the Missouri Municipal League or St.Louis County Municipal
League
The settlement allows you to assign a portion of your Back Tax Payment,not to exceed five percent(5%)
of the"subtotal'amount shown in Section 3 above,to the Missouri Municipal League or the St. Louis
County Municipal League(if you are located within St.Louis County). If you wish to make such an
assignment,you may check the applicable box on the claim form. Additionally,the ordinance or other
action that you take making the settlement enforceable against you must specifically authorize the making
of this assignment. The amount of the Back Tax Payment that you receive will be reduced by the
amount of this assignment.
10. Where can you get additional information?
This notice provides only a summary of matters regarding the lawsuit. The documents,settlement
agreement,and orders in the lawsuit provide greater detail and may clarify matters that are described only
in general or summary terms in this notice. Copies of the settlement agreement,other documents,court
orders,and other information related to the lawsuit may be examined at http://www.mocities.com.
You may also examine the settlement agreement,the Court orders,and other papers filed in the lawsuit at
the Office of the Clerk of the Circuit Court of the City of St.Louis, 10 North Tucker Blvd.,
St.Louis, MO 63101,during regular business hours. If you wish,you may seek the advice and guidance
of outside attorneys,at your own expense.
Notice of Class Action Settlement and Approval Hearing--Page 7 of 8
i
If you wish to communicate with or obtain information from attorneys for the class,you may do so by letter
at the addresses listed below. You should direct any such inquiries concerning a claim or other matters
described in this notice to Class Counsel:
John W.Hoffman John F.Mulligan,Jr.
Douglas R.Sprang 1600 South Hanley,Suite 101
Korein Tillery,LLC Richmond Heights,MO 63144
505 N.71'Street,Suite 3600
St.Louis,MO 63101
Howard Papemer
9322 Manchester Road
St.Louis,MO 63119
Please do not contact the Court,Counsel for AT&T,or any AT&T representative for information.
Dated: 2009
By order of the Circuit Court of the City of St. Louis,State of Missouri,
Honorable Judge Sweeney
Notice of Class Action Settlement and Approval Hearing--Page 8 of 8
EXHIBIT B
AT&T Landline Municipal Tax Settlement Claim Form
<CITY_:NAME>
<A66R0S1>
<AgDRES52>, Missouri <ZIP>
If you want to participate in the Settlement, you must complete this form and submit it along with the
necessary claim information to the address below, postmarked by , 2009, after first
reading the attached NOTICE.
The Back Tax Payment that is estimated would be payable to you was calculated using the following
formula:
S65M Amt.of A-B Gross Taxable Class E x F D+G Sum of all the Sum of all the 1+3 H fK C x L
attorneys' receipts Sales of Member's entries in the entries in the
feu BLT paid SBC LD BLT Rate D Column G Column
approved or to be in 2008 in Effective
by the paid by Class on 6/30/08
Court AT&T Member This will This will
Missouri under MO For Class equate to equate to
in 2008 to State Members Total Amt.of Total Amt.or
a Class Sales Tex with dual gross receipts Taxable Sales
Member on BLT rates, BLT paid or of SBC LD
Telecom. or a BLT to be paid by statewide in
rate for AT&T 2008 under
business Missouri MO State
customers statewide in Sales Tax on
only,a 2008 to St. Telecom for
blended Louis County Sl.Louis
BLT rate and County and
was used Municipalities Municipalities
(does NOT (does NOT
include City include City
of of
Springfield, Springfield,
City of Sl. or City of St.
Louis,City of Louis)
Cape multiplied by
Girardeau) appropriate
BLT rates
The Back Tax Payment that is estimated would be payable to you is: $[Amount;of,Eack TazPayment
Lit ted,oH Ei:'A. Because the formula for calculating the Back Tax Payment depends on the calculations of each
Class Member's 2008 Business License Tax payment, it is possible that a municipality's share of the amount to be
distributed pursuant to the Settlement may change if Defendants approve an adjustment to the calculations
pursuant to a Class Member's appeal to Defendants under Section IV.H. of the Settlement Agreement, or
otherwise.
If you disagree with the amount of the Back Tax Payment, you must submit a detailed explanation as to
why you believe the amount was incorrectly calculated. If you are unable to agree with AT&T Missouri
and SBC Long Distance, LLC on the amount of the Back Tax Payment, you may either opt out of the
settlement or accept the amount of the Back Tax Payment as calculated by AT&T Missouri and SBC Long
Distance, LLC.
Claim Form— Page 1 of 4
Please indicate where your Back Tax Payment should be sent by checking one of the following three
options:
❑ OPTION 1:
Pay the Back Tax Payment in the same manner in which AT&T Missouri currently remits its gross receipts
license tax payment, including via wire transfer, if applicable; OR
❑ OPTION 2:
Make the check payable in the name of the Municipality listed above and mail it to the duly authorized
representative listed below; OR
❑ OPTION 3:
Make the Back Tax Payment as follows:
Make Check Payable To:
Mail Check to the Attention of:
Street Address:
City, State, Zip Code:
�Ca p' ,SSO' 1,4 N1 P i�6 F R I ' i S CC�SYU 1600 AL
m` 3 i g�. y3L q a T Vie."s o f :iic l ` •
❑ If you wish to assign part of your Back Tax Payment to the Missouri Municipal League or the St. Louis County
Municipal League (if you are located within St. Louis County), please mark this box and enter the amount here:
$ (the amount may not exceed Please Note: the amount of the Back Tax Payment you
receive will be directly reduced by the amount assigned to the Missouri Municipal League or St. Louis
County Municipal League.
In order to obtain the Back Tax Payment under the Settlement, you must attach the following to this
Claim Form:
❑ Either (a) certified copy of an ordinance enacted by the Municipality accepting all terms and provisions of
the Settlement Agreement or(b) other acknowledgment that the Municipality agrees to be bound by the terms of
the Settlement Agreement if approved by the Court as well as an opinion of counsel, addressed to AT&T
Missouri and SBC Long Distance, LLC, that the Settlement Agreement, if approved by the Court, is a binding
obligation of the Municipality.
If you have elected to make an assignment to the Missouri Municipal League or St. Louis County Municipal
League, the ordinance or other acknowledgment must expressly authorize the assignment; and:
❑ Only if the Back Tax Payment listed for you is $0, a certified copy of the ordinances or municipal code
provisions imposing the Business License Tax pursuant to which the Municipality believes it is entitled to a Back
Tax Payment. YOU DO NOT NEED TO ATTACH CERTIFIED COPIES OF THE ORDINANCES OR
MUNICIPAL CODE PROVISIONS IMPOSING THE BUSINESS LICENSE TAX IF THE BACK TAX PAYMENT
FOR YOU IS OTHER THAN $0.
4956271.2
Claim Form—Page 2 of 4
The Municipality's duly authorized representative, to whom all Inquiries regarding this Claim Form may
be directed, Is:
Name:
Address:
Telephone number:
The Municipality's duly authorized representative, to whom all Inquiries regarding its Business License
Tax may be directed, is:
❑ Same as above
❑ Other:
Name:
Address:
Telephone number:
Please note that if you file this Claim Form, you agree to retain Class Counsel to act as your attorneys,
at no additional cost to you other than as provided for in the Settlement Agreement, to resolve any
dispute that arises in connection with the litigation and Settlement, until 30 days after the Effective Date
of Settlement.
I certify that:
1. 1 am authorized to submit the Claim Form on behalf of the Municipality identified above and to make
the representations set forth in this Claim Form on behalf of the Municipality;
2. After due inquiry, the information contained in and submitted with this Claim Form is complete and
accurate to the best of my knowledge and that of the Municipality;
3. The Municipality agrees to be bound by the terms of the Settlement Agreement if approved by the
Court; and
4. Prior to submitting the Claim Form, the Municipality has taken all actions necessary for the Settlement
Agreement to be enforceable against the Municipality.
Signature of Duly Authorized Representative Date
Printed Name Title
4956271.2
Claim Form—Page 3 of 4
MAIL YOUR COMPLETED CLAIM FORM TO:
tinsert
4956271.2
Claim Form—Page 4 of 4
EXHIBIT C—PRELIMINARY APPROVAL ORDER
IN THE CIRCUIT COURT
OF THE CITY OF ST. LOUIS,
STATE OF MISSOURI
STATE OF MISSOURI, at the relation and )
to the use of the CITY COLLECTORS OF )
WELLSTON and WINCHESTER, MISSOURI; )
CITY OF UNIVERSITY CITY,MISSOURI; )
CITY OF WELLSTON, MISSOURI; and )
CITY OF WINCHESTER, MISSOURI; )
On behalf of themselves and all )
others similarly situated, )
Cause No. 044-02645
Plaintiffs, )
Division No. 31
V. )
SBC COMMUNICATIONS, INC. n/k/a AT&T, )
INC.; SBC LONG DISTANCE INC., f/k/a )
SBC COMMUNICATIONS SERVICES, INC.; )
SOUTHWESTERN BELL TELEPHONE, L.P., )
d/b/a SBC MISSOURI and AT&T MISSOURI; )
and SBC LONG DISTANCE, LLC; )
Defendants. )
PRELIMINARY APPROVAL ORDER
WHEREAS, Plaintiffs and Class Representatives City of University City,
Missouri, City of Wellston, Missouri, and City of Winchester, Missouri on behalf of the
Settlement Class (as certified below) (collectively "Plaintiffs") and Defendants and their
subsidiaries AT&T Messaging, Inc., American Information Technologies Corporation
(Nevada),American Telephone and Telegraph Company, Ameritech Information
Industry Services, Inc., Ameritech Publishing, Inc., Ameritech Services, Inc.,AT&T
Advanced Solutions, Inc. (now merged into AT&T Corp.), AT&T Advertising, L.P.,
AT&T Broadband Services Purchasing and Leasing, LLC, AT&T Capital Holdings
International, Inc.,AT&T Capital Holdings,Inc., AT&T Capital Services, Inc., AT&T
Communications - East, Inc., AT&T Communications of the Southwest, Inc.,AT&T
Consulting Solutions, Inc., AT&T Corp.,AT&T Credit Holdings, Inc., AT&T
DataComm, Inc.,AT&T Foundation,AT&T Global Network Services, LLC,AT&T
Government Solutions, Inc.,AT&T Information Systems,Inc., AT&T Labs,Inc.,AT&T
Management Services, L.P., AT&T Messaging, LLC,AT&T Network Procurement,L.P.,
AT&T Operations, Inc., AT&T Services, Inc.,AT&T Solutions, Inc., AT&T Technical
Services Company, Inc., AT&T Technologies, Inc.,AT&T Video Services, Inc., Bell
South Long Distance, Inc. d/b/a AT&T Long Distance Service,L.M. Berry&Company,
Missouri Bell Telephone Company, Pacific Bell Telephone Company, Resort WiFi
Operating Corp., SBC Asset Management, Inc., SBC Global Services, Inc., SBC Internet
Services, Inc., SBC Telecom, Inc., SBC Tower Holdings, LLC, SBCSI Purchasing&
Leasing Limited Partnership, SNET of America, Inc. d/b/a AT&T Long Distance East,
Southwestern Bell Yellow Pages, Inc., Southwestern Bell Yellow Pages Resources, Inc.,
Sterling Commerce (America), Inc., Sterling Commerce, Inc., SWBT Purchasing&
Leasing Limited Partnership, TCG America, Inc., TCG Kansas City, Inc.,TCG St. Louis,
Inc., Teleport Communications Group Inc., Wayport, Inc., and YellowPages.com, LLC
(collectively"Defendants") have reached a settlement and compromise of the disputes
between them in the above-captioned action, which is embodied in the Settlement
Agreement,dated June 26, 2009, filed with the Court;
WHEREAS,the parties have applied to the Court for preliminary approval of the
proposed Settlement of the Action;
2
AND NOW,the Court having read and considered the Settlement Agreement and
accompanying documents, and the parties to the Settlement Agreement having consented
to the entry of this Order, IT IS HEREBY ORDERED AS FOLLOWS:
1. The capitalized terms used in this Preliminary Approval Order shall have
the same meaning as defined in the Settlement Agreement except as may otherwise be
ordered.
2. Subject to further consideration by the Court at the time of the Final
Fairness Hearing,the Court preliminarily approves the Settlement as fair, reasonable,
adequate and in the best interests of the Settlement Class, as falling within the range of
possible final approval, and as meriting submission to the Settlement Class for their
consideration.
3. For purposes of the Settlement only, the Court hereby certifies a
Settlement Class consisting of all Municipalities in the State of Missouri that, on or
before June 26, 2009, have imposed a Business License Tax and in which AT&T
Missouri or SBC Long Distance, LLC derived gross receipts from the provision of
telephone,exchange telephone, public utility,or telecommunications services, or related
services. Excluded from the Settlement Class is the City of Springfield, Missouri.
4. The Court hereby finds, for purposes of effectuating the Settlement, that
each element for certification of the Settlement Class pursuant to Missouri Rule of Civil
Procedure 52.08 is met: (a) the members of the Settlement Class are so numerous that
joinder of all Settlement Class members in the litigation is impracticable; (b)there are
questions of law and fact common to the Settlement Class which predominate over any
individual questions; (c)the claims of Plaintiffs are typical of the claims of the Settlement
3
Class; (d)Plaintiffs and their counsel have fairly and adequately represented and
protected the interests of all Settlement Class members; (e)the prosecution of separate
actions by or against individual members of the Settlement Class would create a risk of
inconsistent or varying adjudications with respect to individual members of the
Settlement Class; (f)the parties opposing the Settlement Class have acted or refused to
act on grounds generally applicable to the class, thereby making appropriate final
injunctive relief or corresponding declaratory relief with respect to the Settlement Class
as a whole; (g)questions of law or fact common to members of the Settlement Class
predominate over any questions affecting individual members; and(h)a class action is
superior to other available methods for fair and efficient adjudication of the controversy.
5. The Court hereby appoints Plaintiffs, City of University City, Missouri,
City of Wellston, Missouri, and City of Winchester, Missouri,as representatives of the
Settlement Class.
6. Plaintiffs' Class Counsel are authorized to act on behalf of the Settlement
Class with respect to all acts required by, or which may be given pursuant to,the
Settlement Agreement or such other acts which are reasonably necessary to consummate
the proposed settlement set forth in the Settlement Agreement.
7. A Final Fairness Hearing shall be held before this Court at
_.m. on ,2009, in Division 16 of the Circuit Court for St. Louis City,
State of Missouri,to address: (a) whether the proposed Settlement should be finally
approved as fair,reasonable and adequate; (b)whether a final Order and Judgment of
Dismissal should be entered; (c)whether Class Counsel's attorneys' fees and expense
4
application should be approved; (d) objections,if any, to the Settlement; and(e)any other
matters the Court deems appropriate.
8. With the exception of such proceedings as are necessary to implement,
effectuate and grant final approval to the terms of the Settlement Agreement,all
proceedings related to Defendants are stayed in this Action and all Municipalities (except
Springfield, Missouri) are enjoined from commencing or continuing any action or
proceeding in any court or tribunal asserting any claims encompassed by the Settlement
Agreement unless the Municipality files a valid and timely Request for Exclusion.
9. The Court approves, as to form and content,the Notice and the Claim
Form, in the forms attached as Exhibits A and B to the Settlement Agreement. On or
before twenty (2q) days after entry of this Order,Defendants are directed to send the
Notice and the Claim Form to all Missouri municipalities by first class United States
mail,postage prepaid,to their last known address.
10. As set forth in the Settlement Agreement, Class Counsel is directed to
assist Defendants in identifying the name and address of each Missouri municipality.
11. Defendants shall file a declaration of compliance with the requirements of
Paragraph 9 on or before July 21, 2009.
12. The Court finds that the parties' plan for providing notice to the Missouri
municipalities(the"Notice Plan") described in Section III of the Settlement Agreement
constitutes the best notice practicable under the circumstances and shall constitute due
and sufficient notice to the Missouri municipalities of the pendency of the Action,
preliminary certification of the Settlement Class,the terms of the Settlement Agreement,
and the Final Fairness Hearing, and complies fully with the requirements of Missouri
5
i
Rule of Civil Procedure 52.08,the Constitution of the State of Missouri, the United States
Constitution,and all other applicable laws,and constitutes due and sufficient notice to all
persons entitled to receive notice.
13. The Court further finds that the Notice Plan described in Section III of the
Settlement Agreement will adequately inform the Missouri municipalities of their right to
exclude themselves from the Settlement Class so as not to be bound by the terms of the
Settlement Agreement. Any Municipality that desires to be excluded from the Settlement
Class,and therefore not be bound by the terms of the Settlement Agreement,must mail to
a designated address, pursuant to the instructions set forth in the Notice, a timely and
valid written Request for Exclusion bearing a United States postmark no later than forty-
five(45)days after the Notice has been sent to the Municipality. On or before September
21, 2009,Defendants shall prepare and send to the Court,with copies to Class Counsel
and Defendants' Counsel,a Report on Requests for Exclusions and a Report on
Municipalities Ineligible to Receive Settlement Class Relief as set forth in Sections IV.B
and IV.0 of the Settlement Agreement.
14. In order to be valid, a Request for Exclusion must: (1)be signed
personally by the duly authorized representative of the Municipality; (2) be timely mailed
to the designated address; (3)clearly request exclusion from the Settlement Class; and(4)
contain the name, address,and telephone number of the duly authorized representative of
the Municipality. Any Municipality that elects to be excluded shall not be entitled to
receive any of the benefits of the Settlement,shall not be bound by the release of any
claims pursuant to the Settlement Agreement, and shall not be entitled to object to the
Settlement or appear at the Final Fairness Hearing. The names and addresses of all
6
Municipalities timely submitting valid Requests for Exclusion shall be provided to the
Court.
15. All Municipalities that have not, by August 28, 2009, submitted a valid
and timely Request for Exclusion in the manner set forth in Paragraph 14 of this Order
shall be Class Members and shall be bound by the terms of the Settlement Agreement and
the Order and Judgment of Dismissal, regardless of whether or not they timely file a valid
Claim Form, and any and all such Class Members shall be conclusively deemed to have
fully and finally released Defendants from any and all of the Released Claims.
16. Any Class Member may object to the Settlement Agreement, to Class
Counsel's application for attorneys' fees and expenses, or to the proposed Order and
Judgment of Dismissal. Any such Class Member shall have the right to appear and be
heard at the Final Fairness Hearing, either personally or through an attorney retained at
the Class Member's own expense. Any such Class Member must file with the Court and
serve on Class Counsel and Defendants' Counsel, postmarked no later than forty-five
(45) days after the date of the mailing of the Notice, a written notice of intention to
appear together with supporting papers including a detailed statement of the specific
objections made. Any member of the Settlement Class that validly and timely submits a
Request for Exclusion from the Settlement Class may not object to the Settlement
Agreement, to Class Counsel's application for attorneys' fees and expenses, or to the
proposed Order and Judgment of Dismissal.
17. Service of all papers on counsel for the parties shall be made as follows:
for Class Counsel, to John W. Hoffman and Douglas R. Sprong,Korein Tillery, LLC,
505 N. 7`s Street, Suite 3600, St. Louis, MO 63101;John F. Mulligan, Jr., 1600 South
7
Hanley, Suite 101,Richmond Heights,MO 63144; and Howard Paperner, 9322
Manchester Road, St. Louis, MO 63119; for Defendants' Counsel, to John F. Medler, Jr.,
AT&T Legal Department, One AT&T Center, Room 3558, St. Louis, MO 63101;and
Stephen B. Higgins,Amanda J. Hettinger, Sharon Rosenberg, and Ann Ahrens Beck,
Thompson Coburn, LLP,One US Bank Plaza, St. Louis, MO 63101. Only Class
Members that have filed and served valid and timely notices of intention to appear,
together with supporting papers, shall be entitled to be heard at the Final Fairness
Hearing,along with their own counsel.
18. Any Class Member that does not make an objection in the time and
manner provided in the Notice shall be deemed to have waived such objection and
forever shall be foreclosed from making any objection to the fairness or adequacy of the
proposed settlement as incorporated in the Settlement Agreement, the payment of
attorneys' fees and expenses,or the Order and Judgment of Dismissal.
19. Any Class Member that is entitled to and wishes to receive a Back Tax
Payment as provided for in the Settlement Agreement must sign and timely return a valid
Claim Form in accordance with the Settlement Agreement. Any Class Member that does
not request exclusion in the manner set forth in Paragraph 14 of this Preliminary
Approval Order, and that, despite being entitled to submit a Claim Form, does not timely
submit a valid Claim Form, shall not be entitled to receive any Back Tax Payment under
the Settlement Agreement, but, in any case, shall be: (a) barred and enjoined from
asserting any of the Released Claims against the Defendants; (b) conclusively deemed to
have released any and all of the Released Claims as against the Defendants; and(c)
8
subject to and bound by the terns of the Settlement Agreement and the provisions of this
Preliminary Approval Order and the Final Order and Judgment of Dismissal.
20. In the event the proposed Settlement does not become Final, or in the
event the Settlement Agreement becomes null and void pursuant to its terms,this
Preliminary Approval Order and all orders entered in connection therewith shall become
null and void, shall be of no further force and effect, and shall not be used or referred to
for any purposes whatsoever in this civil action or in any other case or controversy; in
such event,the Settlement Agreement and all negotiations and proceedings directly
related thereto shall be deemed to be without prejudice to the rights of any and all of the
parties, who shall be restored to their respective positions as of the date of the Settlement
Agreement.
21. No later than seven(7) calendar days before the Final Fairness Hearing,
all briefs supporting the Settlement Agreement, the request for attorneys' fees and costs,
and all papers in response to objections to any of the foregoing, shall be served and filed.
22. Neither the Settlement Agreement nor the Notice, nor any act performed
or document executed pursuant to or in furtherance of the Settlement Agreement or the
Notice: (i) is or may be deemed to be or may be used as an admission of, or evidence of,
the validity of any Plaintiffs' or Defendants' Released Claims, or of any wrongdoing or
liability of Defendants; or(ii) is or may be deemed to be, or may be used as, an
admission, or evidence of, any fault or omission of any of Defendants in any civil,
criminal, or administrative proceeding in any court, administrative agency or other
tribunal.
9
23. The Court may, for good cause,extend any of the deadlines set forth in
this Preliminary Approval Order without further notice to the Settlement Class. The
Final Fairness Hearing may, from time to time and without further notice to the
Settlement Class, be continued by order of the Court. The Court may consider
modifications of the Settlement without further notice to the Settlement Class.
IT IS SO ORDERED.
Dated 12009
Honorable Edward Sweeney
Judge of the Circuit Court for St. Louis City
10
EXHIBIT D—FINAL APPROVAL ORDER
IN THE CIRCUIT COURT
OF THE CITY OF ST. LOUIS,
STATE OF MISSOURI
STATE OF MISSOURI, at the relation and )
to the use of the CITY COLLECTORS OF )
WELLSTON and WINCHESTER, MISSOURI; )
CITY OF UNIVERSITY CITY,MISSOURI; )
CITY OF WELLSTON, MISSOURI; and )
CITY OF WINCHESTER, MISSOURI; )
On behalf of themselves and all )
others similarly situated, )
Cause No. 044-02645
Plaintiffs, )
Division No. 31
V. )
SBC COMMUNICATIONS, INC. n/k/a AT&T, )
INC.; SBC LONG DISTANCE INC., f/k/a )
SBC COMMUNICATIONS SERVICES, INC.; )
SOUTHWESTERN BELL TELEPHONE, L.P., )
d/b/a SBC MISSOURI and AT&T MISSOURI; )
and SBC LONG DISTANCE, LLC; )
Defendants. )
ORDER AND JUDGMENT OF DISMISSAL
WHEREAS, on June 26, 2009, a Preliminary Approval Order was entered by this
Court,preliminarily approving the proposed settlement of the Action pursuant to the
terms of the Settlement Agreement between Plaintiffs and Defendants and directing that
Notice be given to the members of the Settlement Class;
WHEREAS, pursuant to the parties' plan for providing Notice to the Missouri
municipalities, Missouri municipalities were to receive Notice by first class mail to
determine, inter alfa (1) whether the terms and conditions of the Settlement Agreement
are fair, reasonable and adequate for the release of the Released Claims against
Defendants; (2) whether judgment should be entered dismissing Plaintiffs' Consolidated
Master Petition with prejudice; and (3)whether Class Counsel's application for
attorneys' fees and expenses should be approved;
WHEREAS, prior to the Final Fairness Hearing,declarations were filed with the
Court stating that on , 2009,Defendants sent the Notice and
Claim Form packets to_Missouri municipalities;
WHEREAS, Class Members sent Notice and/or submitting claims on or before
,2009, were notified of their right to appear at the hearing in
support of or in opposition to the proposed Settlement, and the award of attorneys' fees
and expenses to Class Counsel;
WHEREAS,a Final Fairness Hearing was held on 2009, at
which time no objectors appeared and the Court considered all properly filed written
objections and heard argument from the Parties' counsel;
NOW,THEREFORE, the Court, having heard the presentations of Class Counsel
and Defendants' Counsel, having reviewed all of the submissions presented with respect
to the proposed Settlement, and having reviewed the materials in support thereof,
HEREBY ORDERS,ADJUDGES AND DECREES THAT:
1. The capitalized terms used in this Order and Judgment of Dismissal shall
have the same meanings as defined in the Settlement Agreement except as may otherwise
be ordered.
2. The Court has jurisdiction over the subject matter of this Action and over
all claims raised therein and all parties thereto, including the Settlement Class.
2
3. The Court finds that, for purposes of effectuating this Settlement only, that
each element for certification of the Settlement Class pursuant to Missouri Rule of Civil
Procedure 52.08 is met: (a)the members of the Settlement Class are so numerous that
joinder of all Settlement Class members in the litigation is impracticable; (b)there are
questions of law and fact common to the Settlement Class which predominate over any
individual questions; (c)the claims of Plaintiffs are typical of the claims of the Settlement
Class; (d) Plaintiffs and their counsel have fairly and adequately represented and
protected the interests of all Settlement Class members; (e)the prosecution of separate
actions by or against individual members of the Settlement Class would create a risk of
inconsistent or varying adjudications with respect to individual members of the
Settlement Class; (f)the parties opposing the class have acted or refused to act on
grounds generally applicable to the class, thereby making appropriate final injunctive
relief or corresponding declaratory relief with respect to the class as a whole; (g)
questions of law or fact common to members of the class predominate over any questions
affecting individual members; and (h) a class action is superior to other available
methods of fair and efficient adjudication of the controversy.
4. For purposes of settlement and this Order and Judgment of Dismissal only,
pursuant to Rule 52.08, the Court hereby finally certifies this action as a class action on
behalf of all Municipalities in the State of Missouri (except Springfield, Missouri) that,
on or before June 26, 2009,have imposed a Business License Tax and in which AT&T
Missouri or SBC Long Distance, LLC derived gross receipts from the provision of
telephone, exchange telephone, public utility, or telecommunications services, or related
services, and that did not submit a timely and valid Request for Exclusion (the"Class
3
Members"). A list of Municipalities who submitted a timely and valid Request for
Exclusion has been filed by Defendants.
5. Pursuant to Rule 52.08,this Court hereby finally certifies Plaintiffs, City
of University City, Missouri, City of Wellston, Missouri, and City of Winchester,
Missouri,as the representatives of the Settlement Class(the"Class Representatives').
6. Notice of the pendency of this Action as a class action and of the proposed
Settlement was given to all Missouri municipalities who could be identified with
reasonable effort. The Court finds that the Notice Plan set forth in Section III of the
Settlement Agreement and effectuated pursuant to the Preliminary Approval Order
constituted the best notice practicable under the circumstances to the Settlement Class
members of(i)the pendency of the Action, (ii)certification of the Settlement Class for
settlement purposes only, (iii)the terms of the Settlement Agreement, and(iv)the Final
Fairness Hearing. The form and method of notifying the Missouri municipalities of the
pendency of the action as a class action and of the terms and conditions of the proposed
Settlement met the requirements of Missouri Rule of Civil Procedure 52.08, the due
process clauses of the Constitution of the United States,the due process clause of the
Constitution of Missouri and all other applicable laws, and constitutes due and sufficient
notice to all Missouri municipalities entitled to receive notice.
7. The Settlement, as set forth in the Settlement Agreement, is approved as
fair, reasonable, adequate and in the best interests of the Settlement Class members in all
respects. The parties to the Settlement Agreement are directed to consummate the
Settlement Agreement according to its terms and provisions. The Settlement Agreement
4
and every term and provision thereof shall be deemed incorporated herein as if explicitly
set forth and shall have the full force of an Order of this Court.
8. Any Class Member who would have otherwise been eligible to receive
payments as described in the Settlement Agreement,but who did not timely return a valid
Claim Form to Defendants in accordance with the instructions contained therein, shall not
be entitled to any Back Tax Payment under the Settlement Agreement,
9. Upon the Effective Date of the Settlement, the Class Representatives and
all Class Members shall have, by operation of this Order and Judgment of Dismissal,
fully, finally and forever released, relinquished, and discharged all Defendants from all
Released Claims, whether or not such Class Members execute and deliver a Claim Form.
10. Class Members, including the Class Representatives,and the successors,
assigns, parents, subsidiaries, affiliates or agents of any of them, are hereby permanently
barred and enjoined from instituting, commencing or prosecuting, either directly or in any
other capacity, any Released Claim against any of Defendants.
11. Upon the Effective Date of the Settlement, Defendants shall have,by
operation of this Order and Judgment of Dismissal, fully, finally, and forever released,
relinquished,and discharged Plaintiffs, the Class Members and Class Counsel, from all
claims arising out of, in any way relating to, or in connection with the institution,
prosecution, assertion, settlement,or resolution of the litigation or the Released Claims.
In any future dispute relating to Defendants' payment of any Business License Tax,
Defendants shall not raise any claims or defenses relating to the enactment or validity of
the Class Members' Business License Tax ordinances in the form existing as of the
5
Effective Date of the Settlement or the applicability of those ordinances to Future Tax
Benefits, subject to the terms of the Settlement Agreement.
12. Neither this Order and Judgment of Dismissal,the Settlement Agreement,
nor any of its terms and provisions,nor any of the negotiations or proceedings connected
with it, nor any of the documents or statements referred to therein shall be:
(a) offered or received against Defendants as evidence of or construed as or
deemed to be evidence of any presumption,concession,or admission by any of
Defendants with respect to the truth of any fact alleged by any of the Plaintiffs or
the validity of any claim that has been or could have been asserted in the Action
or in any litigation,or the deficiency of any defense that has been or could have
been asserted in the Action or in any litigation, or of any liability, negligence,
fault,or wrongdoing of Defendants;
(b) offered or received against Defendants as evidence of a presumption,
concession or admission of any fault,misrepresentation or omission with respect
to any statement or written document approved or made by any Defendant;
(c) offered or received against Defendants as evidence of a presumption,
concession or admission with respect to any liability,negligence, fault or
wrongdoing, or in any way referred to for any other reason as against any of
Defendants, in any other civil,criminal or administrative action or proceeding,
other than such proceedings as may be necessary to effectuate the provisions of
the Settlement Agreement;provided,however,that Defendants may refer to it to
effectuate the liability protection granted them hereunder;
6
(d) construed against Defendants as an admission or concession that the
consideration to be given hereunder represents the amount which could be or
would have been received after trial; or
(e) construed as or received in evidence as an admission, concession or
presumption against the Class Representatives or any of the Class Members that
any of their claims are without merit, or that any defenses asserted by Defendants
have any merit, or that damages recoverable under the Consolidated Master
Petition would not have exceeded those agreed to in the Settlement Agreement.
13. The Court will enter a separate Order awarding reasonable attorneys' fees
and expenses, in an amount to be set forth in that separate order.
14. The Consolidated Master Petition, which the Court finds was filed on a
good faith basis in accordance with Rule 55.03 of the Missouri Rules of Civil Procedure
based upon all publicly available information, is hereby dismissed with prejudice and
without costs, except as provided in the Settlement Agreement, as against Defendants.
Except as otherwise provided in this or a separate Order,the Parties shall bear their own
costs and attorneys' fees.
15. The Court finds that all parties and their counsel have complied with each
requirement of Rule 55.03 of the Missouri Rules of Civil Procedure as to all proceedings
herein.
16. Without affecting the finality of the judgment hereby entered, the Court
retains exclusive jurisdiction over the administration, interpretation, effectuation or
enforcement of the Settlement, the Settlement Agreement, and this Order and Judgment
7
i
of Dismissal, including any releases in connection therewith, and any other matters
related or ancillary to the foregoing.
17. Without further order of the Court, the parties may agree to reasonable
extensions of time to carry out any of the provisions of the Settlement Agreement.
IT IS SO ORDERED.
Dated 2009
Honorable Edward Sweeney
Judge of the Circuit Court for St. Louis City
8
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EXHIBIT F
EXEMPTIONS FOR MUNICIPALITIES WITH SPECIAL ORDINANCES
"X" means that Defendants are NOT obligated to pay prospective taxes on these
revenue streams,except as otherwise provided for in the Settlement Agreement,
including,without limitation,Section H.A.2.c. (Bundled and Packaged Telephone
Services)
City •EUCL Intrastate Services Services to
toll to RES BUS end
end users users
Breckenridge X
Hills
Brentwood X
Clarksville X
ke X
X
X
X
X
X
X
X
Lake X
Winnebago
Leadwood X
Lee's Summit X
Liberty X
Louisiana X
Mound City X
Osage Beach X
Piedmont
St.Joseph X
St_Louis X X
(under
current
a emt
Smithville X
Sunset Hills X
Town& X
Country
EXHIBIT G-BACK TAX PAYMENT FORMULA
rAmLA-B 7AT&TMcmbff
able Class E x F D+G Sum of all the Sumofallthe 1+) H/K CxL
s of Member's entries in the entries in the
LD BLT(tate D Column G Column
008 in Effective
ss on 6/!0/08 This will Thiswill
mber — equate to equate to
Missouri under MO For Class Total AML of Total AML of
in 2008 to State Members gross receipts Taxable Sales
a Class Sales Tax with dual BLT paid or of SBC LD
Member on BLT rates, to be paid by statewide in
Telecom. or a BLT AT&T 2008 under
rete for Missouri MO State
business statewide in Sales Tax on
customers 2008 to SL Telecom for
only,a Louis County St.Louis
blended and County and
BLT rate Municipalities Municipalities
was used (does NOT (does NOT
include City include City
of of
Springfield, Springfield,
City of St. or City of St.
Louis,City of Louis)
Cape multiplied by
Girardeau) appropriate
BLT rates