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EXHIBIT 10.21
***PORTIONS OF THIS EXHIBIT MARKED BY
BRACKETS ("[_______]") OR OTHERWISE
INDENTIFIED HAVE BEEN OMITTED PURSUANT
TO A REQUEST FOR CONFIDENTAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.***
LICENSE AGREEMENT
for
POLE ATTACHMENTS and/or CONDUIT OCCUPANCY
Dated 7/28/93
Between
BELLSOUTH TELECOMMUNICATIONS, INC.
(Licensor)
And
AMERICAN CABLE COMPANY
(Licensee)
BELLSOUTH License Agreement Number -
Proprietary
The information contained herein should not be disclosed to unauthorized
persons. It is meant for the use of the parties contracting herein in connection
with performance under this agreement.
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CONTENTS
ARTICLE PAGE
Preface 1
I Definition 2
II Scope of Agreement 4
III Fees and Charges 5
IV Advance Payment 6
V Specifications 7
VI Legal Requirements 8
VII Issuance of Licenses 9
VIII Make-Ready Work 10
IX Construction, Maintenance and Removal of
Communications Facilities 13
X Termination of Licenses 16
XI Inspection of Licensee's Communications Facilities 17
XII Unauthorized Attachment, Utilization, or Occupancy 18
XIII Security Interest 19
XIV Liability and Damages 20
XV Insurance 22
XVI Authorization Not Exclusive 23
XVII Assignment of Rights 23
XVIII Failure to Enforce 23
XIX Termination of Agreement 24
XX Term of Agreement 26
XXI Notices 26
XXII Supersedure of Previous Agreement(s) 27
APPENDICES
I Schedule of Fees and Charges
II Multiple Pole Attachment and Conduit Occupancy
License Applications
EXHIBITS
I Administrative Forms and Notices
II NonDiscrimination Compliance Agreement
III Conflict of Interest Agreement
IV NonDisclosure Agreement
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LICENSE AGREEMENT
THIS AGREEMENT, executed this 28th day of July, 1994 between BELLSOUTH
TELECOMMUNICATIONS, INC., d/b/a
South Central Xxxx Telephone Company
/ X / Southern Xxxx Telephone and Telegraph Company
a corporation organized and existing under the laws of the State of Georgia,
hereinafter called Licensor, and American Cable Company, a corporation organized
and existing under the laws of the State of Georgia hereinafter called Licensee;
W I T N E S S E T H:
WHEREAS, Licensee proposes to furnish communications services in the
State of Georgia and more particularly in the city of Columbus, as well as
unincorporated Muscogee county, and
WHEREAS, Licensee desires to place and maintain aerial and underground
communications facilities within the area described above and desires to place
such communications facilities on poles, anchors, and in the conduit system of
Licensor; and
WHEREAS, Licensor is willing to permit, under certain conditions, on a
revocable, non-exclusive license basis, to the extent it may lawfully do so, the
placement of said communications facilities on or within Licensor's facilities
where reasonably available in the area described above and where such use will
not interfere with Licensor's service requirements or the service requirements
of those parties with which Licensor has joint user arrangements or the use of
its facilities by others;
NOW THEREFORE, in consideration of the mutual covenants, terms and
conditions herein contained, the parties do hereby mutually covenant and agree
as follows;
Proprietary
The information contained herein should not be disclosed to unauthorized
persons. It is meant for the use of the parties contracting herein in connection
with performance under this agreement.
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ARTICLE I
DEFINITIONS
As used in this Agreement:
A) Anchor
An assembly (rod and fixed object or plate owned by the Licensor or by
others), designed to resist the pull of a xxx xxxxxx, for which the
Licensor is responsible for authorizing the attachment of Licensee's
communication facilities.
B) Conduit
A structure, usually underground, containing one or more ducts.
C) Conduit Occupancy
Occupancy of a conduit system by any item of Licensee's communications
facilities.
D) Conduit System
Any combination of ducts, conduits, manholes, handholes, and vaults
joined to form an integrated whole, which is owned solely or in part by
the Licensor.
E) Duct
A single enclosed raceway for wire conductors or cables.
F) Xxx Xxxxxx
A metal cable attached to a pole and anchor (or another pole) for the
purpose of increasing pole stability.
G) Joint Owner
A person, firm, corporation or other legal entity sharing ownership of
a pole and/or anchor with Licensor.
H) Joint User
A joint user which may attach to a pole or anchor or occupy a conduit
either solely or partially owned by the Licensor, in return for
granting the Licensor equivalent rights of attachment to poles, anchors
and/or occupancy of conduit which it owns, either solely or partially.
I) Licensee's Communications Facilities
All facilities, including but not limited to cables, equipment and
associated hardware, owned and utilized by the Licensee which are
attached to a pole or anchor or occupy a conduit system.
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J) Manhole
A subsurface enclosure which personnel may enter and use for the
purpose of installing, operating, maintaining and repairing
communications facilities.
K) Make-Ready Work
All work, including but not limited to rearrangement and/or transfer of
existing facilities, replacement of a pole or other changes required to
accommodate the Licensee's communications facilities on a pole, anchor
or in a conduit system.
L) Prelicense Survey
All work required, including field inspection and administrative
processing, to determine the make-ready work necessary to accommodate
Licensee's communications facilities on a pole, anchor or in a duct.
M) Pole
A pole owned by the Licensor and/or by others for which Licensor is
responsible for authorizing the attachment of Licensee's communications
facilities.
N) Pole Attachment
Any item of Licensee's communications facilities affixed to a pole.
O) Service Requirements
Are multitudes of situations causing activity on the part of either
party's employees. Activity of importance to this agreement includes
new construction, removal of existing facilities and transfer, and/or
rearrangement of existing facilities. This activity may be caused by,
but is not limited to, increased plant retirements, emergencies, third
party attachments, changes in plans, etc.
P) Rearrangement of Attachments
Is the moving of attachments from one position to another on the same
pole or in the same conduit.
Q) Transfer of Attachments
Is the removing of attachments from one pole and placing of these onto
another pole or moving of attachments from one location in the
Licensor's conduit system to another location in the Licensor's conduit
system.
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ARTICLE II
SCOPE OF AGREEMENT
A) Subject to the provisions of this Agreement, Licensor agrees to issue
to Licensee revocable, nonexclusive licenses authorizing the attachment
of Licensee's communications facilities to poles or anchors, or the
placement of Licensee's communications facilities in Licensor's conduit
system within the state of Georgia and more particularly in the city of
Columbus, as well as unincorporated Muscogee county.
B) No use, however extended, of poles, anchors, or conduit systems or
payment of any fees or charges required under this Agreement shall
create or vest in Licensee any easements or any other ownership of
property rights of any nature in such poles, anchors, or conduit
systems. Licensee's rights herein shall be and remain a mere license.
Neither this Agreement nor any license granted hereunder shall
constitute an assignment of any of Licensor's rights to use the public
or private property at locations of such poles, anchors, and conduit
systems.
C) Licensor's rights to locate and maintain its poles, anchors, and
conduit systems and to operate its facilities in conjunction therewith
in such a manner as will best enable it to fulfill its own service
requirements is in no manner limited by this Agreement.
D) Nothing contained in this Agreement shad be construed to compel
Licensor to construct, reconstruct, retain, extend, place or maintain
any pole, anchor, duct or other facility for use by the Licensee not
needed for Licensor's own service requirements.
E) Nothing contained in this Agreement shall be construed as a limitation,
restriction, or prohibition against Licensor with respect to any joint
user agreement or arrangement which Licensor has heretofore entered
into, or may in the future enter into, with others not parties to this
Agreement regarding the poles, anchors, and conduit Systems covered by
this Agreement. The rights of Licensee shall at all times be subject to
any such existing and future agreement or arrangement with any such
joint user.
Proprietary
The information contained herein should not be disclosed to unauthorized
persons. It is meant for the use of the parties contracting herein in connection
with performance under this agreement.
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ARTICLE III
FEES AND CHARGES
A) Licensee shall pay to Licensor all fees and charges applicable in
connection with the attachment of its communications facilities to a
pole, anchor, or occupancy of a conduit system as specified in APPENDIX
I.
Where Licensor's communications facilities are attached to poles or
anchors owned by power distribution companies or authorities or any
other company or authority and where pre-survey and/or make-ready work
is required by Licensor on said poles to accommodate Licensee's
facilities, Licensee shall pay the Licensor for all such work in
accordance with the provisions of this Agreement in the same manner as
if the poles or anchors belonged to Licensor.
B) Except as herein otherwise expressly provided, Licensee at its own
expense shall place, maintain, rearrange, transfer and remove its own
attachments, and shall at all times perform such work promptly and in
such a manner as not to interfere with work or service being performed
by the other party. Upon completion of work by Licensor which will
necessitate transfer of the Licensee's attachments, the Licensor shall
provide written notice to the Licensee that such transfer must be
completed.
C) Non-payment of any amount due under this Agreement shall constitute a
default by Licensee of this Agreement subject to the provisions of
Article XIX
D) Whereas Licensor desires to protect the interest of its rate payers,
employees, and shareholders, Licensee shall furnish a bond or letter of
credit in a form satisfactory to Licensor or other satisfactory
evidence of financial security in such amount as Licensor from time to
time may require, to guarantee the performance of all Licensee
obligations hereunder. The amount of the bond or letter of credit or
financial security shall not operate as a limitation upon the
obligations of the Licensee hereunder.
E) At the expiration of six (6) months from the date of this Agreement,
changes in the amount of the fees and charges specified in Appendix I
may be made by Licensor upon at least sixty (60) days prior written
notice to Licensee, and Licensee agrees to pay such changed fees and
charges. Notwithstanding any other provision of this Agreement,
Licensee may terminate this Agreement at the end of such notice period
if the change in fees and charges is not acceptable to Licensee, by
giving Licensor written notice of its election to terminate this
Agreement at least ten (10) days prior to the end of such notice
period.
F) Licensee shall pay all applicable fees and charges due within thirty
(30) days after receipt of the xxxx.
G) Amendments to fees and charges shall be effected by the separate
execution of APPENDIX I which shall become a part of and be governed by
the terms and conditions of this Agreement.
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ARTICLE IV
ADVANCE PAYMENT
A) Licensee shall make an advance payment to the Licensor prior to:
1) any undertaking by Licensor of a prelicense survey or the
administrative processing portion of such a survey in an
amount specified by Licensor sufficient to cover the estimated
charges for completing the specific work operation required,
and
2) performance by Licensor of any make-ready work required in an
amount specified by Licensor sufficient to cover the estimated
charges for completing the required make-ready work.
B) The amount of the advance payment required (Exhibit I, Form B-1) will
be credited against the payment due the Licensor for performing the
prelicense survey or portion thereof and/or make-ready work or having
it performed by others.
C) Where the advance payment is less than the charge by the Licensor for
such work, Licensee agrees to pay Licensor within thirty (30) days of
receipt of the xxxx all sums due in excess of the amount of the advance
payment.
D) Where the advance payment exceeds the charge by the Licensor for such
work Licensor shall refund within thirty (30) days of issuance of the
xxxx the difference to Licensee.
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ARTICLE V
SPECIFICATIONS
A) Licensee's communications facilities shall be placed and maintained in
accordance with the requirements and specifications of the current
editions of the Xxxx System Manual of Construction Procedures (Blue
Book), the National Electrical Code (NEC), the National Electrical
Safety Code (NESC), all of which are incorporated by reference in this
Agreement, the rules and regulations of the Occupational Safety and
Health Act (OSHA) and any governing authority having jurisdiction over
the subject matter. Where a difference in specifications may exist, the
more stringent shall apply.
B) If any part of Licensee's communications facilities is not placed and
maintained in accordance with A) preceding, and Licensee has not
corrected the violation within sixty (60) days from receipt of written
notice thereof from Licensor, may at its option correct said condition;
provided, however, that if Licensee provides Licensor with written
notice at least ten (10) days prior to the expiration of the sixty (60)
day time period detailing the reasons for its inability to cure the
violations within said sixty (60) day period, then upon the consent of
Licensor, which consent shall not be unreasonably withheld or delayed,
the time for curing such violation shall be extended for such period of
time as shall be reasonably necessary to complete such curing. Licensor
will attempt to notify Licensee in writing prior to performing such
work whenever practicable. However when in the opinion of the Licensor
such conditions pose an immediate threat to the safety of the
Licensor's employee or the public, interfere with the performance of
the Licensor's then existing and current service obligations, or pose
an immediate threat to the physical integrity of the Licensor's
facilities, the Licensor may perform such work and/or take such action
that it deems necessary without first giving written notice to the
Licensee and without subjecting itself to any liability. As soon as
practicable thereafter, Licensor will advise Licensee in writing of the
work performed or the action taken and will endeavor to arrange for
re-accommodation of Licensee's facilities so affected. The Licensee
shall be responsible for paying the Licensor for all costs incurred by
the Licensor for all work, action, and re-accommodation performed by
Licensor under this subsection.
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ARTICLE VI
LEGAL REQUIREMENTS
A) Licensee shall be responsible for obtaining from the appropriate
governmental and/or private authority any required authorization to
construct, operate and/or maintain its communications facilities on
public and/or private property before it attaches its communications
facilities to poles and anchors or occupies conduit located on such
public and/or private property. Such authorizations may include, but
are not necessarily limited to, certificates of public convenience and
necessity to provide service to the public and appropriate easements or
right of way permits for location of facilities. In the absence of
evidence satisfying the above, Licensor reserves the right to revoke or
refuse to issue a license.
B) No license granted under this Agreement shall extend to any pole,
anchor or portion of a conduit system where the attachment or placement
of Licensee's communications facilities would result in a forfeiture of
rights of Licensor, or joint users, to occupy the property on which
such poles, anchors, or conduit systems are located. If the existence
of Licensee's communications facilities on a pole, anchor, or in a
conduit system would cause a forfeiture of the right of the Licensor or
joint user, or both, to occupy such property Licensee agrees to remove
its communications facilities forthwith upon receipt of written
notification from the Licensor. If said communications facilities are
not so removed, Licensor may perform and/or have performed such removal
after the expiration of 60 days from the receipt of said written
notification without liability on the part of the Licensor and Licensee
agrees to pay Licensor or joint user or both, the cost thereof and for
all losses and damages that may result; provided, however, that should
the existence of Licensee's communications facilities on a pole, anchor
or xxx xxxxxx or in a conduit system cause the forfeiture of rights by
Licensor and/or a joint user, Licensee shall be required to remove its
communications facilities only in the event that it is unable to cure
the problem by obtaining the required private and/or public
authorization prior to the expiration of the stipulated sixty (60) day
time period; provided, however, that where such a situation cannot
reasonably be corrected in such sixty (60) day time period, if Licensee
shall proceed promptly to correct the same and prosecute such
correction with due diligence, the time for correction shall be
extended for such period of time as may be necessary to complete such
correction. Licensee agrees to indemnify, defend and save harmless
Licensor from and against any legal action or any cost resulting from
such legal action brought against it as a result of Licensee's actions
in connection with the exercise of its rights under this Article VI(B).
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ARTICLE VII
ISSUANCE OF LICENSES
A) Before Licensee shall attach to any pole or anchor, or occupy any
portion of a conduit system, Licensee shall make written application
for and have received a written license from the Licensor. (Exhibit I,
Forms A-1 and A-2 and/or D-1 through D-4).
B) Licensee agrees to limit the filing of applications for pole attachment
licenses to include not more than 300 poles or 300 associated anchors
on any one application and 1500 poles or 1500 associated anchors on all
applications which are pending approval by Licensor at any one time.
Such limitations will apply to poles and anchors located within a
single plant construction district of Licensor. Licensor, in its sole
judgment, may permit the preceding limitations to be exceeded if so
requested in writing by the Licensee when the circumstances of a
particular job warrant such. Licensee further agrees to designate a
desired priority of completion of the prelicense survey and make-ready
work for each application relative to all other of its applications on
file with Licensor at the same time.
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ARTICLE VIII
MAKE-READY WORK
A) Poles and Anchors, Guys
1) When an application for attachment (Exhibit I, Form A-1) to a pole
or anchor is submitted by Licensee, a prelicense survey will be
required to determine the adequacy of the existing poles and anchors
to accommodate Licensee's communications facilities. Utilization of
the existing available capacity of an anchor when such utilization
does not result in a reduction of the holding capacity below the
level normally required by the Licensor for safety or other purposes
will be permitted at the option of the Licensor and upon agreement
by the Licensee to payment of the charges as specified in Appendix
I.
2) The field inspection portion of the prelicense survey, which
requires the visual inspection of existing poles and anchors will be
performed by a representative of the Licensor. Joint users and/or
Licensee may participate in the field inspection at the option of
the Licensee. The administrative processing portion of the
prelicense survey, which includes the processing of the application,
the preparation of the make-ready work orders, the coordination of
work requirements and schedules with joint users and other attachees
will be performed by the Licensor.
a) Before the Licensor performs any portion of the prelicense
survey, the Licensor will advise the Licensee in writing of the
estimated charges that will apply and receive written
authorization and advance payment, as provided for in Article IV,
from the Licensee (Exhibit I, Form B-1). Licensee shall have
ninety (90) days from receipt of Form B-1 to make the required
payment and indicate its written authorization for completion of
the required prelicense survey and acceptance of the resulting
charges. Failure to respond in the specified period will result
in cancellation of the application.
3) Licensor reserves the right to refuse to grant a license for
attachment to a pole or anchor, or utilization of an anchor, when
Licensor determines that the available capacity on such pole, anchor
and/or xxx xxxxxx is required for its exclusive use or that of a
joint user or governmental entity with pole attachment rights and
that the pole or anchor may not reasonably be rearranged or replaced
to accommodate Licensee's communications facilities.
4) In the event Licensor determines that a pole and/or anchor to which
Licensee desires to attach, or an anchor/xxx xxxxxx which Licensee
desires to utilize, is inadequate or otherwise needs rearrangement
of the existing facilities thereon to accommodate the Licensee's
communications facilities, Licensor will advise the Licensee in
writing of the estimated make-ready charges that will apply (Form
B-1).
Licensee shall have ninety (90) days from the receipt of Form B-1
to make the required payment and indicate its written
authorization for completion of the required make-ready work and
acceptance of the resulting charges. Failure to respond in the
specified period will result in cancellation of the applications.
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5) Make-ready work will be performed by the Licensor following receipt
of the required written authorization and advance payment from the
Licensee. Licensee shall pay the Licensor for all make-ready work
completed in accordance with the provisions of this Agreement and
Licensee shall reimburse the owners of other facilities attached to
such poles and/or anchors for any expense incurred by them in
transferring or rearranging their facilities to accommodate
Licensee's pole attachments. Licensee shall not be entitled to any
monies paid to the Licensor for pole or anchor by reason of the use
by the Licensor, joint user, governmental entity or other authorized
licensees of any additional capacity resulting from such replacement
or rearrangement.
6) License applications received by Licensor from two or more Licensees
for attachment to the same pole, anchor, or utilization of the same
anchor will be processed by Licensor in accordance with the
procedures detailed in APPENDIX II.
7) Licensee shall notify Licensor whenever it is necessary for Licensor
to rearrange its existing facilities on a pole or anchor owned by
another party or transfer its facilities to a replacement pole or
anchor owned by another party in order to accommodate the Licensee.
The cost of such rearrangement and/or transfer will be included in
the make-ready work for which Licensee shall pay Licensor.
8) Should Licensor, joint user or governmental entity having pole or
anchor accommodation rights, for its own service requirements, need
to attach additional facilities to any poles or anchors to which
Licensee is attached or avail itself of the holding capacity of an
anchor being utilized by the Licensee, Licensee will either
rearrange its facilities on the pole or anchor or transfer them to a
replacement pole or anchor, as determined by Licensor so that the
additional facilities of Licensor, joint user or governmental entity
may be accommodated. The cost of such rearrangement and/or transfer
will be at the sole expense of the Licensee. If Licensee does not
rearrange or transfer its communications facilities within sixty
(60) days after receipt of written notice from Licensor requesting
such rearrangement or transfer, Licensor or joint user may perform
or have performed such rearrangement or transfer without liability
on the part of Licensor or joint user and Licensee shall be liable
for the full costs thereof.
B) Conduit System
1) When an application for conduit occupancy is submitted by the
Licensee, a prelicense survey by the Licensor will be required to
determine the availability of the conduit system to accommodate
Licensee's communications facilities. Licensor will advise the
Licensee in writing of the estimated charges that will apply for
such prelicense survey and receive written authorization and advance
payment (as provided for in Article IV) from the Licensee before
undertaking such a survey (Form B-1). A representative of the
Licensee may accompany the Licensor's representative on the field
inspection portion of such prelicense survey. Licensee shall have
ninety (90) days from receipt of Form B-1 to make the required
payment and indicate its written authorization for completion of the
required prelicense survey and acceptance of the resulting charges.
Failure to respond in the specified period will result in
cancellation of the application.
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2) License applications received by Licensor from two or more Licensees
for occupancy of the same conduit system will be processed by
Licensor in accordance with procedures detailed in APPENDIX II.
3) The Licensor retains the right, in its sole judgment, to determine
the availability of space in a conduit system. In any event the
Licensor determines that rearrangement of the existing facilities in
the conduit system is required before the Licensee's communications
facilities can be accommodated, Licensor will advise the Licensee in
writing of the estimated make-ready charges that will apply for such
rearrangement work (Form B-1). Licensee shall have ninety (90) days
from the receipt of Form B-1 to make the required payment and
indicate its written authorization for completion of the required
make-ready work and acceptance of the resulting charges. Failure to
respond within the specified period will result in cancellation of
the application.
4) Should Licensor or any governmental entity with whom Licensor has an
agreement granting such entity priority access to and/or occupancy
of Licensor's conduit system need, for its own service requirements,
any of the conduit capacity occupied by Licensee's communications
facilities and, if Licensor advises Licensee that Licensee's
communications facilities can be accommodated otherwise in
Licensor's conduit system, Licensee shall be required to rearrange
its communications facilities in the manner designated by the
Licensor and at the expense of Licensee. If Licensee has not so
rearranged its communications facilities within sixty (60) days of
receipt of written notice from Licensor, Licensor may perform or
have performed such rearrangement without any liability on the part
of the Licensor and Licensee shall reimburse Licensor for the full
costs thereof.
5) In performing all make-ready work to accommodate Licensee's
communications facilities, Licensor will endeavor to include such
work in its normal work load schedule.
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ARTICLE IX
CONSTRUCTION, MAINTENANCE AND REMOVAL OF
COMMUNICATIONS FACILITIES
A) Licensee shall, at its own expense, construct and maintain its
communications facilities on poles and/or anchors, and in conduit systems
covered by this Agreement in a safe condition and in a manner reasonably
acceptable to Licensor, so as not to physically conflict or electrically
interfere with the facilities attached thereon or placed therein by the
Licensor, joint users, or other authorized licensees.
B) Licensor shall specify the point of attachment on each pole or anchor to be
occupied by Licensee's communications facilities. Where communications
facilities of more than one Licensee are involved, Licensor will attempt to
the extent practical, to designate the same relative position on each pole
or anchor for each Licensee's communications facilities.
C) Licensee shall notify the Licensor in writing (Exhibit I, Form E) at least
thirty (30) days before adding to, relocating, replacing or otherwise
modifying its facilities attached to a pole and/or anchor where additional
space or holding capacity may be required on either a temporary or
permanent basis. Maintaining and/or modifying existing facilities and
installing or removing service connections will not require prior
authorization or notices.
D) The Licensee must obtain prior written authorization "Exhibit I, Form D or
Form F, as applicable) from the Licensor before the Licensee shall install,
remove or provide maintenance of its communication facilities in any of
Licensor's conduit systems. Licensor shad not withhold or delay such
authorization without good cause. Licensor retains the right to specify
what, if any, work shall be performed by Licensor at Licensee's expense.
E) In each instance where Licensee's communications facilities are to be
placed in Licensor's conduit system, Licensor shall designate the
particular duct(s) to be occupied, the location and manner in which
Licensee's communications facilities will enter and exit Licensor's conduit
system and the specific location and manner of installation for any
associated equipment which is permitted by Licensor to occupy the conduit
system. Licensor reserves the right to exclude or limit the type, number
and physical size of Licensee's communications facilities which may be
placed in Licensor's conduit system; provided, however, that Licensor shall
provide Licensee with a written explanation of any such exclusion or
sanitation which may be imposed.
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F) Licensor's manholes shall be opened only as permitted by Licensor's
authorized employees or agents. Licensee shall be responsible for obtaining
any necessary authorization from appropriate authorities to open manholes
and conduct work operations therein. Licensee's employees, agents or
contractors will be permitted to enter or work in Licensor's manholes only
when an authorized employee or agent of Licensor is present or the
Licensor's authorized employee or agent has determined the Licensee's work
will not affect Licensor's equipment. Licensor's authorized employee or
agent shall have the authority to suspend Licensee's work operations in and
around Licensor's manholes if in the sole discretion of said employee or
agent, any hazardous conditions arise, any unsafe practices are being
followed, or the work may adversely affect Licensor's equipment by
Licensee's employees, agents, or contractors. Licensee agrees to pay
Licensor the charges, as determined in accordance with the terms and
conditions of APPENDIX I, for having Licensor's employee or agent present
when Licensee's work is being done in and around Licensor's manholes. The
presence of Licensor's authorized employee or agent is to protect the
Licensor's equipment and shall not relieve Licensee of its responsibility
to conduct all of its work operations in and around Licensor's manholes in
a safe and workmanlike manner, in accordance with the terms of this
Agreement.
G) Licensee, at its expense will remove its communications facilities from
poles, anchors, or portions of a conduit system within sixty (60) days
after:
1) termination of the license covering such attachment or conduit
occupancy; or
2) the date Licensee replaces its existing facilities on a pole with the
placement of substitute facilities on the same pole or another pole, or
replaces its existing facilities in one duct with the placement of
substitute facilities in another duct.
Licensee shall remain liable for and pay to the Licensor all fees and
charges pursuant to provisions of this Agreement until all of Licensee's
facilities are physically removed from such poles, anchors and portions of
conduit systems.
If Licensee fails to remove its facilities within the specified period,
Licensor shall have the right to remove such facilities at Licensee's
expense and without any liability on the part of the Licensor for damage to
such facilities and/or without any liability for any interruption of
Licensee's services.
H) In the event Licensor desires at any time to abandon any of its poles on
which Licensee has a licensed attachment and is the only attachee, Licensor
shall give Licensee notice in writing to that effect at least sixty (60)
days prior to the date on which Licensor intends to abandon such pole. At
the expiration of said period any license previously issued to Licensee by
Licensor will automatically terminate, and:
1) If no attachments remain on such pole, it shall be removed by Licensor;
or
2) If the Licensor shall have no attachments on such pole but the Licensee
does, Licensor may, without liability, remove Licensee's attachments
from such pole and remove the poles unless:
a) Licensee presents to Licensor, for its files, a certified copy of
Licensee's recorded right-of-way to the land surrounding the pole
in question, or
b) Licensee presents to Licensor, for its files, a copy of the
right-of-way permit issued by the controlling governmental
organization, and
c) Licensee accepts from Licensor and pays a xxxx for purchase of the
pole in question at a price determined by the Licensor.
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3) If (a) or (b) and (c) above are complied with, then, Licensor shall
transfer ownership of such pole to Licensee, and Licensee shall
thereafter save harmless the Licensor from all obligations, liability,
damages, costs, expenses, or charges incurred because of, or arising
out of, the presence or condition of such pole or any attachments
thereto.
I) In the event Licensor desires at any time to abandon any of its poles on
which a joint user has an attachment and on which Licensee has a licensed
attachment, Licensor shall give both parties sixty (60) days notice in
writing of such intent, unless the Joint Use Agreement applicable thereto
requires a longer period of notice to the joint user, who shall be given
the notice according to the said Agreement's terms. At the expiration of
said notification period, any license previously issued by the Licensor to
the Licensee shall automatically terminate, and:
1) If no attachments remain on such pole, it shall be removed by Licensor;
or
2) If the Licensor shall have not attachments on such pole but the joint
user and Licensee do, Licensor will transfer ownership of said pole to
the joint user in the manner described in the Joint Use Agreement
without further liability to the Licensor; or
3) If the Licensor shall have not attachments on such pole and the joint
user shall have no attachments on such pole but the Licensee does,
Licensor may, without liability, remove the pole unless the conditions
in H), 2) a) or b) and c) above are met.
J) When Licensee's communications facilities are removed from a pole, anchor
or conduit system, no reattachment to the same pole or anchor or
replacement in the same portion of a conduit system shall be made until:
1) The Licensee has first complied with all of the provisions of the
Agreement as though no such pole or anchor attachment or conduit
occupancy had previously been made, and
2) All outstanding charges due Licensor for such previous attachment
and/or occupancy have been paid in full.
K) Licensee shall advise Licensor in writing at to the date on which the
removal of its communications facilities from each pole, anchor, and/or
portion of conduit system has been completed.
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18
ARTICLE X
TERMINATION OF LICENSES
A) Any license issued under this Agreement shall automatically terminate when
Licensee ceases to have authority to construct and operate its
communications facilities on public or private property at the location of
the particular pole, anchor or portion of conduit system covered by the
license; provided, however, that Licensee shall have the right to contest
any notice of termination of authority from any governmental authority or
property owner and, in such event, the license covering the use of such
pole, anchor, xxx xxxxxx or portion of conduit system shall remain in
effect until such time as Licensee's appeal process is exhausted or the
right to use such pole, anchor, xxx xxxxxx or portion of conduit systems
has been reinstated. Licensee agrees to indemnify, defend and save harmless
Licensor from and against any legal action or any cost resulting from such
legal action brought against it as a result of Licensee's actions in
connection with the exercise of its rights under this Article X(A).
B) Licensee may at any time terminate its license with respect to the
attachment to a pole or anchor or occupancy of a portion of conduit system
and remove its communications facilities by giving Licensor written notice
of such intention (Exhibit I, Forms E & F). Once Licensee's communications
facilities have been removed they shall not be reattached to such pole or
anchor or occupy the same portion of a conduit system until Licensee has
complied with all provisions of this Agreement as though no previous
license had been issued.
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19
ARTICLE XI
INSPECTION OF LICENSEE'S COMMUNICATIONS FACILITIES
A) Licensor reserves the right to make periodic inspections of any part of
Licensee's communications facilities attached to Licensor's poles, anchors,
or occupying Licensor's conduit system, and Licensee shall reimburse
Licensor for the expense of such inspections as specified in APPENDIX I;
provided, however, that Licensee shall have the right to have one or more
of its employees or representatives present during the time of any such
inspection.
B) The frequency and extent of such inspection by Licensor will depend upon
Licensee's performance in relation to the requirements of ARTICLES V, VII
and IX herein.
C) Licensor will give Licensee advance written notice of such inspections,
except in those instances where, in a sole judgment of Licensor, safety
considerations justify the need for such an inspection without the delay of
waiting until a written notice has been forwarded to Licensee.
D) The making of periodic inspections or the failure to do so shall not
operate to impose upon Licensor any liability of any kind whatsoever nor
relieve Licensee of any responsibility, obligations or liability assumed
under this Agreement.
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20
ARTICLE XII
UNAUTHORIZED ATTACHMENT, UTILIZATION, OR OCCUPANCY
A) If any of Licensee's communications facilities shall be found attached to
poles, anchors, or occupying conduit systems for which no license is
outstanding, Licensor, without prejudice to its other rights or remedies
under this Agreement including termination of licenses may impose a charge
and require Licensee to submit in writing, within fifteen (15) days after
receipt of written notification from Licensor of the unauthorized
attachment, or conduit occupancy, a pole or anchor attachment, or conduit
occupancy license application. If such application is not received by the
Licensor within the specified time period, Licensee may be required at
Licensor's option to remove its unauthorized attachment or occupancy within
sixty (60) days of the final date of submitting the required application,
or Licensor may at Licensor's option remove Licensee's facilities without
liability, and the expense of such removal shall be borne by Licensee.
B) For the purpose of determining the applicable charge, any unauthorized pole
or anchor attachment, or conduit system occupancy shall be treated as
having existed for a period of two (2) years prior to its discovery or from
the time of the last inspection date or for the period beginning with the
effective date of this License Agreement, whichever period shall be the
shorter.
The fees and charges, as specified in APPENDIX I, shall be due and payable
forthwith whether or not Licensee is permitted to continue the pole or
anchor attachment or conduit occupancy.
C) No act or failure to act by Licensor with regard to said unlicensed used
shall be deemed as a ratification of the unlicensed use; and if any license
should be subsequently issued, said license shall not operate retroactively
or constitute a waiver by Licensor of any of its rights or privileges under
this Agreement or otherwise; provided, however, that Licensee shall be
subject to all liabilities, obligations and responsibilities of this
Agreement in regards to said unauthorized use from its inception.
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21
ARTICLE XIII
SECURITY INTEREST
Should Licensor under any applicable Article of this Agreement remove Licensee's
facilities from the poles, anchors, or conduit systems covered by this
Agreement, Licensor will deliver to Licensee the facilities so removed upon
payment by Licensee of the cost of removal, storage and delivery, and all other
amounts due Licensor. At any time, Licensee, upon request of Licensor, shall
grant Licensor a first priority chattel mortgage, or other security interest in
all of Licensee's communications facilities now or hereafter attached to poles,
anchors, or placed in conduit systems pursuant to this Agreement, and licensee
agrees to perform all acts necessary to perfect Licensor's chattel mortgage or
other security interest under the terms of each state's law. If the terms of
Licensee's loan agreements and debentures preclude the grant of liens or
security interests to Licensor, Licensee shall grant to Licensor, any time, upon
Licensor's request, other permissible assurance of security for performance
satisfactory to Licensor to cover any such aforementioned amounts due Licensor.
Nothing in this Article shall operate to prevent Licensor from pursuing, at its
option, any other remedies under this Agreement or in law or equity, including
public or private sale of facilities under security interest or lien.
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22
ARTICLE XIV
LIABILITY AND DAMAGES
A) Licensor shall exercise precaution to avoid damaging the communications
facilities of the Licensee and shall make an immediate report to the
Licensee of the occurrence of any such damage caused by its employees,
agents or contractors. Licensor agrees to reimburse the Licensee for all
reasonable costs incurred by the Licensee for the physical repair of such
facilities damaged by the negligence of Licensor, its employees, agents,
contractors, subcontractors or invites. However, Licensor shall not be
liable to Licensee for any interruption of Licensee's service or for
interference with the operation of Licensee's communications facilities, or
for any special, indirect, or consequential damages arising in any manner,
including Licensor's negligence, out of the use of poles, anchors, or
conduit systems or Licensor's actions or omissions in regard thereto and
Licensee shall indemnify and save harmless Licensor from and against any
and all claims, demands, causes of action, costs and reasonable attorneys'
fees with respect to such special, indirect or consequential damages.
B) Licensee shall exercise precaution to avoid damaging the facilities of
Licensor and of others attached to poles, anchors, or occupying a conduit
system and shall make an immediate report to the Owner of the occurrence of
any such damage caused by Licensee's employees, agents or contractors.
Licensee agrees to reimburse the Licensor for all reasonable costs incurred
by the Licensor for the physical repair of such facilities damaged by the
negligence of Licensee.
C) Licensee shall indemnify, protect and save harmless the Licensor, its
directors, officers, employees and agents, Licensor's other licensees, and
joint users from and against any and all claims, demands, causes of action,
damages and costs, including reasonable attorney's fees through appeals
incurred by the Licensor, the Licensor's other licensees and joint users as
a result of acts by the Licensee, its employees, agents or contractors,
including but not limited to the cost of relocating poles, anchors, guys,
or conduit system resulting from a loss of right-of-way or property owner
consents and/or the cost of defending those rights and/or consents.
D) The Licensee shall indemnify, protect and save harmless the Licensor, its
directors, officers, employees and agents, Licensor's other licensees, and
joint users from and against any and all claims, demands, causes of actions
and costs, including reasonable attorney's fees, through appeals for
damages to property and injury or death to persons, including but not
limited to payments under any Worker's Compensation Law or under any plan
for employee's disability and death benefits, caused by, arising from,
incident to, connected with or growing out of the erection, rearrangement,
maintenance, presence, use or removal of Licensee's facilities, or by their
proximity to the facilities of all parties attached to a pole, anchor
and/or guy, or placed in a conduit system, or by any act or omission of the
Licensee's employees, agents or contractors in the vicinity of the
Licensor's poles, anchors, guys or conduit system.
20
23
E) The Licensee shall indemnify, protect and save harmless Licensor, its
directors, officers, employees, and agents, Licensor's other licensees, and
joint users from any and all claims, demands, causes of action and costs,
including attorneys' fees through appeals, which arise directly or
indirectly from the construction and operation of Licensee's facilities,
including but not limited to taxes, special charges by others, claims and
demands for damages or loss from infringement of copyrights, for libel and
slander, for unauthorized use of television or radio broadcast programs and
other program material and from and against all claims, demands and costs,
including attorney's fees through appeals for infringement of patents with
respect to the construction, maintenance, use and operation of Licensee's
facilities in combination with poles, anchors, conduit systems or
otherwise.
F) Licensee shall promptly advise the Licensor of all claims relating to
damage of property or injury to or death of persons, arising or alleged to
have arisen in any manner, directly or indirectly, by the erection,
maintenance, repair, replacement, presume, use or removal of the Licensee's
facilities. Licensee shall promptly notify Licensor in writing of any suits
or causes of action which may involve Licensor and, upon the request of
Licensor, copies of all relevant accident reports and statement made to
Licensee's insurer by Licensee or others shall be furnished promptly to
Licensor.
21
24
ARTICLE XV
INSURANCE
A) Licensee shall obtain and maintain insurance, including endorsements
insuring the contractural liability and indemnification provisions of this
Agreement, issued by an insurance carrier reasonably satisfactory to
Licensor to protect the Licensor, other authorized Licensees, and joint
users from and against all claims demands, causes of action, judgments,
costs, including reasonable attorneys' fees, expenses and liabilities of
every kind and nature which may arise or result, directly or indirectly
from or by reason of such loss, injury or damage as covered in this
Agreement including ARTICLE XIV preceding.
B) The amounts of such insurance:
1) against liability due to damage to property shall be not less than
$300,000 as to any one occurrence and $500,000 aggregate, and
2) against liability due to injury or death of persons shall be not less
than $500,000 as to any one person and $1,000,000 as to any one
occurrence, with an annual aggregate limit of not less than
$10,000,000.
C) Licensee shall submit to Licensor certificates by each company insuring
Licensee with respect to any insurance required hereunder, such
certificate(s) to specify the coverage provided and that such company will
not cancel or change any such policy of insurance issued to Licensee except
after sixty (60) days written notice to Licensor.
D) Licensee shall also carry such insurance as will protect it from all claims
under any Worker's Compensation Law in effect that may be applicable to it
as a result of work performed pursuant to this Agreement.
E) All insurance required in accordance with B) and C) preceding must be
effective before Licensor will authorize attachment to a pole and/or
anchor, or occupancy of a conduit system and shall remain in force until
such Licensee's facilities have been removed from all such poles, anchors,
or conduit system. In the event that the Licensee shall fail to maintain
the required insurance coverage, Licensor may pay any premium thereon
falling due, and the Licensee shall forthwith reimburse the Licensor for
any such premium paid.
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25
ARTICLE XVI
AUTHORIZATION NOT EXCLUSIVE
Nothing herein contained shall be construed as a grant of any exclusive
authorization, right or privilege to Licensee. Licensor shall have the
right to grant, renew and extend rights and privileges to others not
parties to this Agreement, by contract or otherwise, to use any pole,
anchor, or conduit system covered by this Agreement and Licensee's rights
hereunder.
ARTICLE XVII
ASSIGNMENT OF RIGHTS
A) Licensee shall not assign or transfer this Agreement or any license or any
authorization granted under this Agreement, and this Agreement shall not
inure to the benefit of Licensee's successors or assigns, without the prior
written consent of Licensor. Licensor shall not unreasonably withhold such
consent.
B) In the event such consent or consents are granted by Licensor, then the
provisions of this Agreement shall apply to and bind the successors and
assigns of the Licensee.
ARTICLE XVIII
FAILURE TO ENFORCE
Failure of Licensor to enforce or insist upon compliance with any of the
terms or conditions of this Agreement or to give notice or declare this
Agreement or any authorization granted hereunder terminated shall not
constitute a general waiver or relinquishment of any term or condition of
this Agreement, but the same shall be and remain at all times in full force
and effect.
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26
ARTICLE XIX
TERMINATION OF AGREEMENT
A) Subject to provisions of Article XVII hereof, should Licensee cease to
provide its communications services in the area covered by this Agreement,
then all of Licensee's rights, privileges and authorizations under this
Agreement, including all licenses issued hereunder, shall automatically
terminate as of the date following the final day that such communications
services are provided.
B) Licensor shall have the right to forthwith terminate this entire Agreement
or any license issued hereunder whenever Licensee is in default of any term
of this Agreement, including, but not limited to, the following conditions:
1) If Licensee's communications facilities are used or maintained in
violation of any law or in aid of any unlawful act or undertaking; or
2) If Licensee attaches to any poles and/or anchors or occupies any
portion of a conduit system without having first been issued a license
therefore subject to the terms of Article XII hereinabove; or
3) If any authorization which may be required of the Licensee by any
governmental or private authority for the construction, operation, and
maintenance of the Licensee's communications facilities is denied or
revoked and Licensee has failed to comply with the provisions of
Article VI(B) hereinabove; or
4) If the insurance carrier shall at any time notify Licensor or Licensee
that the policy or policies of insurance, required under ARTICLE XV
hereof, will be canceled or changed and Licensee has not obtained
substitute adequate coverage within the time periods specified herein,
and if in the sole judgment of Licensor the requirements of ARTICLE XV
will no longer be satisfied, this Agreement shall terminate upon the
effective date of such cancellation or change.
C) Licensor will promptly notify the Licensee in writing of any condition(s)
applicable to B) above. Licensee shall take immediate corrective action to
eliminate any such condition(s) and shall confirm in writing to Licensor
within thirty (30) days following receipt of such written notice that the
cited condition(s) has (have) ceased or been corrected. If Licensee fails
to discontinue or correct such conditions and fails to give the required
confirmation, Licensor may immediately terminate this Agreement.
D) In the event of termination of this Agreement or any of Licensee's rights,
privileges or authorizations hereunder, Licensee shall remove its
communications facilities from Licensor's poles, anchors and conduit system
within six months from the date of termination; provided, however, that
Licensee shall be liable for and pay all fees and charges pursuant to terms
of this Agreement to Licensor until Licensee's communications facilities
are actually removed from Licensor's poles, anchors and conduit system.
24
27
Appendix I
Page 25 of 4
E) If Licensee does not remove its communications facilities from Licensor's
poles, anchors and conduit system within the applicable time periods
specified in this Agreement, Licensor shall have the right to remove them
at the expense of Licensee and without any liability on the part of
Licensor to Licensee therefore.
F) In the event any of the arrangements, fees and charges provided for under
this Agreement are hereafter offered under tariff filed by Licensor and in
effect with a regulatory commission, this Agreement with respect to those
arrangements, fees and charges shall terminate and shall be superseded by
said tariff. Said termination is to become effective on the day when said
tariff becomes effective.
25
28
ARTICLE XX
TERM OF AGREEMENT
A) Unless sooner terminated as herein provided, this Agreement shall continue
in effect for a term of one (1) year from the date hereof and thereafter
from year to year until either party hereto terminates this Agreement by
giving the other party at least one hundred eighty (180) days prior written
notice thereof. Such one hundred eighty (180) days notice of termination
may be given to take effect at the end of the original one (1) year period
or any time thereafter.
B) Termination of this Agreement or any licenses issued hereunder shall not
affect Licensee's liabilities and obligations incurred hereunder prior to
the effective date of such termination.
ARTICLE XXI
NOTICES
All written notices required under this Agreement shall be given by posting the
same certified mail, return receipt requested, to Licensee as follows:
(Name) Xx. Xxxxxxx Xxxxxxx
(Title) General Manager
(Company) American Cable Company
(Address) 0000 X. Xxxxxxxxxxx Xxxx
(City, State, and Xxxxxxxx XX 00000
Zip Code) with a copy to:
and to Licensor as follows:
(Name) License Agreement Coordinator
(Title) BellSouth Telecommunications, Inc. d/b/a
(Company) Southern Xxxx Telephone and Telegraph
Company
(Address) 261- 000 Xxxxxxxxx Xxxxxx Xxxxx
(Xxxx, Xxxxx, Xxxxxxx XX 00000
and Zip Code)
(Telephone) (000) 000-0000
or to such address as the party hereto may from time to time specify in writing
by like notice.
Proprietary
The information contained herein should not be disclosed to unauthorized
persons. It is meant for the use of the parties contracting herein in connection
with performance under this agreement.
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29
ARTICLE XXII
SUPERSEDURE OF PREVIOUS AGREEMENT(S)
This Agreement supersedes all previous agreements, whether written or
oral, between Licensor and Licensee for attachment and maintenance of
Licensee's communications facilities on poles, anchors and in conduit
systems within the geographical area covered by this Agreement; and
there are no other provisions, terms or conditions to this Agreement
except as expressed herein. All currently effective licenses heretofore
granted pursuant to such previous agreements shall be subject to the
terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate on the day and year first above written.
BellSouth Telecommunications, Inc.
Licensor
/s/ Xxxxxx Xxxxx By: /s/ X.X. Xxxxxxxxxx
----------------------- ----------------------------------
Witness Signature
/s/ Xxxxx Xxxxxxxxx Its: Vice President/Network Operations/Central
----------------------- ----------------------------------
Witness Title
ATTEST: /s/ Xxxx X. Xxxxxx
------------------
Assistant Secretary
American Cable Company
Licensee
/s/ [ILLEGIBLE SIGNATURE] By: /s/ Xxxxxxx X. Xxxxxxx
------------------------- ----------------------------------
Witness Signature
/s/ Xxxx X. Xxxx, Xx. Its: General Manger
------------------------- ----------------------------------
Witness Title
Proprietary
The information contained herein should not be disclosed to unauthorized
persons. It is meant for the use of the parties contracting herein in connection
with performance under this agreement.
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30
APPENDIX I
SCHEDULE OF FEES AND CHARGES
***INFORMATION IN THIS APPENDIX HAS BEEN
OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED
PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE
COMMISSION.***
31
Appendix I
Page 2 of 4
APPENDIX I
SCHEDULE OF FEES AND CHARGES
THIS APPENDIX I, effective as of 01/01/95, is an integral part of the License
Agreement between BellSouth Telecommunications, Inc. (Licensor) and American
Cable Company (Licensee), dated 07/28/93 and contains the fees and charges
governing the use of Licensor's poles, anchors, and conduit systems by
licensee's communications facilities.
A) Attachment, Utilization, and Occupancy Fees
1) General
a) Attachment, utilization, and occupancy fees commence on the first
day of the calendar month following the date the License is issued
for such attachment, utilization or occupancy. Such fees cease as
of the final day of the calendar month preceding the month in
which the attachment or occupancy is physically removed or the
utilization is discontinued.
b) A one month minimum charge is applicable for all attachment,
utilization and occupancy accommodations.
c) Fees shall be payable semi-annually in advance on the first day of
January and July.
d) The total attachment and occupancy fees due hereunder, shall be
based upon the number of poles, anchors, guy strands and duct feet
of conduit for which licenses have been issued before the first
day of June and the first day of December each year. Each
semi-annual payment shall include a proration of the monthly
attachment, utilization and occupancy charges applicable for
attachments, utilizations or occupancy initially authorized by the
Licensor during the preceding six (6) month period.
e) In the event any of the arrangements, fees and charges provided
for under this Agreement are hereafter offered under tariff filed
by Licensor and in effect with a regulatory commission, this
Agreement with respect to those arrangements, fees and charges
shall terminate and shall be superseded by said tariff. Said
termination is to become effective on the day preceding the day
when said tariff becomes effective.
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Appendix I
Page 3 of 4
2) Fees
Licensee shall pay to Licensor the following fees:
Pole and/or Anchor Accommodations
Annual Fee
Per pole attached [____]
Conduit Occupancy Accommodations
Annual Fee
Per foot of duct occupied [____]
i) For the purpose of determining the duct feet chargeable, the duct
considered occupied shall be measured from the center to center of adjacent
manholes, or center of manhole to the end of a duct not terminated in a
manhole.
ii) When inner duct is utilized, the occupancy fee will be prorated based on
the number of inner ducts placed in the duct. (Example: Occupancy of one
inner duct in a duct containing three inner ducts will be charged at
one-third the normal duct fee.) Licensee shall pay the entire cost incurred
by Licensor in providing the inner duct.
iii) The above rates are not applicable for crossing of any navigable waterway.
Rates for navigable waterway crossings will be calculated on an individual
case basis.
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Appendix I
Page 4 of 4
B) Charges
1) Computation
Charges for all work performed by the Licensor or by its authorized
representative in connection with the furnishing of pole, anchor, and
conduit system accommodations as covered by this Agreement shall be
based on the full cost, plus [___] of such amount, to the Licensor for
performance for such work. Such charges will apply for, but not be
limited to, prelicense survey, make-ready work, inspection and removal
of Licensee's communications facilities and supervision, at the option
of the Licensor, of Licensee performed work in and around the immediate
vicinity of a conduit system or pole.
2) Pole and/or Anchor Replacements
The charge for replacement of a pole, or anchor required to accommodate
Licensee's communications facilities, in accordance with ARTICLE VIII,
A) 7) shall be based on Licensor's fully installed costs less salvage
value, if any.
C) Payment Date
Failure to pay all fees and charges within thirty (30) days after
presentment of the xxxx therefor or on the specified payment date,
whichever is later, shall constitute a default of this Agreement.
AMERICAN CABLE COMPANY BELLSOUTH TELECOMMUNICATIONS
d/b/a/ SOUTHERN XXXX TELEPHONE AND
TELEGRAPH COMPANY
BY: /s/ Xxxxx Xxxxxxx BY: /s/ XX XxXxxx
----------------------- -------------------------------
ITS: General Manager ITS: VICE PRESIDENT-NETWORK
----------------------- OPERATIONS-NORTH
Attest: (Seal) Attest: /s/ Xxxx X. Xxxxxx (Seal)
----------------------- -------------------------------
Witness: Witness: /s/ Xxxxx X. Xxxxxx
----------------------- -------------------------------
34
APPENDIX II
PROCEDURE FOR PROCESSING
MULTIPLE POLE and/or CONDUIT
OCCUPANCY LICENSE APPLICATIONS
35
Appendix II
Page 2 of 5
APPENDIX II
PROCEDURE FOR PROCESSING
MULTIPLE POLE and/or CONDUIT
OCCUPANCY LICENSE APPLICATIONS
THIS APPENDIX II, effective as of the 1st day of January, 1994, is an
integral part of the License Agreement between BellSouth Telecommunications,
Inc. (Licensor) and American Cable Company (Licensee), dated January 1, 1994 and
contains the procedure for processing multiple license applications.
A) MULTIPLE APPLICANTS
Applications received from multiple applicants for the same pole, anchor or
conduit system will be classified as follows:
1) SIMULTANEOUS - received by the Licensor on the same business day.
2) NON-SIMULTANEOUS - received by the Licensor on different business days.
B) PROCESSING
1) SIMULTANEOUS APPLICATIONS - Processing of simultaneous applications
will be done concurrently. Authorization for attachment, utilization or
occupancy will be granted simultaneously to all multiple applicants
involved.
2) NON-SIMULTANEOUS APPLICATIONS - Initial applicant will be offered the
following options in writing immediately following receipt, by the
Licensor, of an application(s). Copies of such written notification to
the initial applicant will be sent to the additional applicant(s).
OPTION 1 - Application(s) of the initial applicant will be processed on
the basis that there is no application on file from another
applicant for the same pole, anchor or conduit system.
OPTION 2 - Application(s) of initial applicant and additional
applicant(s) will be processed in accordance with B) 1)
preceding.
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Appendix II
Page 3 of 5
3) INITIAL APPLICANT
All work in progress on application(s) filed by an initial applicant
win be suspended by the Licensor from the date of its written
notification as required in 2) preceding until the initial applicant
notifies the Licensor, in writing, of the Option it elects. Such
written notification by the initial applicant will be required no
later than twenty (20) days following its receipt of the
aforementioned notification from the Licensor; otherwise the Licensor
will deem the initial applicant to have elected Option 1. Licensor
will notify the additional applicant(s), in writing, of the Option
elected by the initial applicant.
4) ADDITIONAL APPLICANT(S)
Option 2 will be subject to acceptance by all multiple applicants
involved. The additional applicant(s) will have ten (10) days from
receipt of written notification from the Licensor advising that the
initial applicant has selected Option 2, to accept or reject by
written notification to the Licensor the conditions applicable to
simultaneous attachment, utilization or occupancy; otherwise the
Licensor will deem the additional applicant(a) to have rejected
acceptance to treatment as simultaneous applicants.
C) CONDITIONS APPLICABLE TO SIMULTANEOUS APPLICATIONS:
1) FIELD INSPECTION
The field inspection will be performed by a representative of the
Licensor.
2) MAKE-READY WORK
Multiple applicants must develop a mutually agreeable order of pole,
anchor or conduit system availability and overall make-ready work
completion schedule.
a) When multiple applicants cannot reach such mutual agreement
within fifteen (15) days from receipt of written notification
from the Licensor of the estimated charges for the required
make-ready work, the Licensor may at its option offer as an
alternative to complete the total make-ready work required for
all multiple applicants before simultaneously granting
attachment, utilization or occupancy authorization for all
multiple applications involved.
b) Any multiple applicant who fails to agree to the alternative
arrangement will be considered by the Licensor to have
canceled its application(s) relative to the poles, anchors, or
conduit systems involved on pending applications of another
applicant(s).
3) COSTS
Each multiple applicant will be charged an equal share of the total
actual make-ready costs incurred by the Licensor to accommodate
simultaneous attachment or occupancy by the multiple applicants.
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Appendix II
Page 4 of 5
D) CONDITIONS APPLICABLE TO NON-SIMULTANEOUS APPLICATIONS
1) FIELD INSPECTION
Field inspections will be performed by a representative of the Licensor.
2) PRE-LICENSE SURVEY COSTS
Each multiple applicant will be charged the applicable pre-license
survey costs incurred by the Licensor relative to a determination of the
make-ready work required to accommodate attachment, utilization or
occupancy of the individual applicant's communications facilities on a
non-simultaneous basis.
3) MAKE-READY COMPLETION SCHEDULE
The date of receipt (earliest taking precedence) by the Licensor of
applications filed in accordance with Article VII B will determine the
priority of make-ready work completion by the Licensor. Any change in
priority of pole, anchor or conduit availability will require an
appropriate change in make-ready work completion of the application(s)
involved and be subject to the Licensor's ability to accommodate the
specific change(s) required in its established work schedule.
4) MAKE-READY WORK COSTS
Make-ready work costs will be allocated as follows:
a) The initial applicant will be charged the total cost incurred by the
Licensor to accommodate the attachment, utilization or occupancy of
the initial applicant's communications facilities on poles, anchors
or in conduits on a non-simultaneous basis.
b) The additional applicant(s) will be charged the total cost incurred
by the Licensor to accommodate the attachment, utilization or
occupancy of the additional applicant's communications facilities on
poles, anchors or in conduits for which prior attachment,
utilization or occupancy authorization has been granted to another
applicant.
E) PRE-LICENSE SURVEY COMPLETION - LICENSOR
In performing all field inspections and associated administrative processing
for which it may be responsible, the Licensor will endeavor to include such
work in its normal work load schedule.
38
Appendix II
Page 5 of 5
F) CHANGES IN APPENDIX
This Appendix may be changed in whole or in part at any time during the term
of this Agreement at the sole option of the Licensor upon the giving of not
less than sixty (60) days written notice thereof to the Licensee and to
substitute in place thereof such other provisions as the Licensor may deem
necessary as relative to multiple attachments to poles and anchors or
conduit occupancy of the Licensor.
AMERICAN CABLE COMPANY BELLSOUTH TELECOMMUNICATIONS, INC.
Name of Licensee Name of Licensor
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ X.X. Xxxxxxxxxx
---------------------------- ------------------------------------------
Signature Signature
Its: General Manager Its:Vice President/Network Operations/Central
---------------------------- -----------------------------------------
Title Title
Witness:/s/[ILLEGIBLE SIGNATURE] Witness: /s/ Xxxxxx Xxxxx
------------------------ -------------------------------------
Witness:/s/Xxxx X. Xxxx, Xx. Witness: /s/ Xxxxx Xxxxxxxxx
------------------------ -------------------------------------
ATTEST: /s/ Xxxx X. Xxxxxx
-------------------------------
Assistant Secretary
Proprietary
The information contained herein should not be disclosed to unauthorized
persons. It is meant for the use of the parties contracting herein in connection
with performance under this agreement.
39
EXHIBIT I
ADMINISTRATIVE FORMS AND NOTICES
40
Exhibit I
Page 2 of 17
EXHIBIT I
ADMINISTRATIVE FORMS AND NOTICES
THIS EXHIBIT I, effective as of the 1st day of January 1994, is an integral
part of the License Agreement between BellSouth Telecommunications, Inc.
(Licensor), and American Cable Company (Licensee), dated January 1st, contains
the administrative forms governing the use of Licensor's poles, anchors and
conduit system for Licensee's communications facilities.
INDEX OF ADMINISTRATIVE FORMS
Application and Pole Attachment License A-1
Pole and Anchor Details X-0
Xxxx Xxxxxx Xxxx X-0
Authorization for Prelicense Survey and/or
Make-Ready Work B-1
Itemized Estimate - Pole and Anchor Make-Ready
Work Charges C-1
Itemized Estimate - Conduit Make-Ready Work and
Charges C-2
Summary Estimate - Pole Attachment/Conduit Occupancy C-3
Application and Conduit Occupancy License D-1
Conduit System Diagram D-2
Cable to Occupy Conduit D-3
Equipment Housings to be Placed in Manholes D-4
Notification of Surrender or Modification of Pole
Attachment License by Licensee E
Notification of Surrender or Modification of Conduit
Occupancy License by Licensee F
41
Exhibit I
Page 3 of 17
Form A1
1 of 2
APPLICATION AND POLE ATTACHMENT LICENSE
-----------------------------
Name of Licensee
-----------------------------
Street Address
-----------------------------
City and State
-----------------------------
Date
Addressee determined by contract type
In accordance with the terms and conditions of the License Agreement
between us, dated _______________, 19__, application is hereby made for a
non-exclusive license to attach communications facilities to _____ poles and
_____ anchors as indicated on the attached sketch and Form A-2. This request
will be designated:
POLE ATTACHMENT (P.A.) Application No. P.A. _______________ (1), located
____________________________
Licensee hereby requests Licensor to provide an estimate of the cost to
complete the required pre-licensing survey work. Such estimate does not bind the
Licensee to acceptance of Licensor's completion of the Field Inspection portion
of the prelicense survey.
Please initiate a Form B-1 for this application.
By:
--------------------------------
Signature of authorized person
Its:
--------------------------------
Title of authorized person
Tel. No.
----------------------------
(1) Individual applications to be numbered in sequential ascending order by
Licensee for each License Agreement. Licensor will process applications
in sequential ascending order according to the application numbers
assigned by the Licensee.
42
Exhibit I
Page 4 of 17
Form A1
2 of 2
Application and Pole Attachment License (continued)
The above referenced License __________ is hereby granted to attach the
communications facilities described in this application to ______ poles and
_____ anchors as indicated on the attached Form A -- 2. BellSouth
Telecommunications, Inc. authorization _____________ has been assigned to this
request. A copy of form(s) is/are attached for your files.
By:
---------------------------
Tel. No.
----------------------
Date:
-------------------------
43
Exhibit I
Page 5 of 17
Form A-2
---------------------------------
(Licensee)
--------------------------------- ---------------------------
(Pole Attachment Application No.) (Area) (1)
POLE, ANCHOR, & XXX XXXXXX DETAILS
-------------------------------------------------------------------------------
LICENSEE (2) LICENSOR (3)
-------------------------------------------------------------------------------
Pole # Make- Anchor A/GS Attach- License License
(4) Location (5) Ready Use Use ments No. Date
Req'd (6) (7) (8) (9)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
1
------------------------------------------------------------------------------
2
------------------------------------------------------------------------------
3
------------------------------------------------------------------------------
4
------------------------------------------------------------------------------
5
------------------------------------------------------------------------------
6
------------------------------------------------------------------------------
7
------------------------------------------------------------------------------
8
------------------------------------------------------------------------------
9
------------------------------------------------------------------------------
10
------------------------------------------------------------------------------
11
------------------------------------------------------------------------------
12
------------------------------------------------------------------------------
13
------------------------------------------------------------------------------
44
Exhibit I
Page 6 of 17
[POLE SURVEY FORM APPEARS HERE]
45
Form B-1 Exhibit I
Page 1 of 2 Page 7 of 17
Authorization
for
Pre-License Survey and/or Make Ready Work
---------------------- Licensor mailing address:
Licensee
Operations Manager, Network
----------------------------
----------------------------
The following is a summary of the estimated charges for:
/ / Pole attachment Application Number P.A.-
-------------
/ / Conduit Occupancy Application Number C.O.-
-------------
Location:
----------------------------------------------------------------
Pre-License Survey:
Hours Rate/Hour + % Total
----- --------- --- -----
Pole
Field Inspection (if req'd)
----- --------- --- -----
* Summary Estimate
----- --------- --- -----
* Itemized Estimate
----- --------- --- -----
*Includes administrative processing
Conduit
Field Inspection (if req'd)
----- --------- --- -----
** Summary Estimate
----- --------- --- -----
** Itemized Estimate
----- --------- --- -----
** Includes field inspection and administrative processing
If you wish us to complete the required survey work, please forward a check in
the amount of $------- for a summary estimate or $------- for an itemized
estimate.
If you have chosen to conduct the field inspection portion of the pole survey,
you may proceed with the inspection. Afterwards, forward inspection details to
us upon your completion of the inspection along with a check in the amount of
$------- for a summary estimate or $------- for an itemized estimate.
Upon completion of this work, the above estimate will be adjusted to reflect the
actual costs incurred.
-------------------------- ----------------
Operations Manager Date
46
Form B-1 Exhibit I
Page 2 of 2 Page 8 of 17
Authorization
for
Pre-License Survey and/or Make-Ready Work
Attached is a check in the amount of $----------- for the following:
/ / Pre-license survey
/ / Summary estimate
/ / Itemized estimate
You are hereby authorized to proceed with the work necessary to furnish us a
make-ready cost estimate.
/ / Pre-license field survey prepared by licensee is attached
----------------------------------
Authorized Licensee Representative
----------------------------------
Date
The attached form(s) ------------ indicate(s) the total estimated cost for the
above referenced make-ready work.
Should you desire to have this make-ready work accomplished, please forward a
check to this office in the amount of $----------. Upon completion of this work,
the above estimated amount will be adjusted to reflect the actual costs
incurred.
/ / No make-ready work required
----------------------------------
Operations Manager
----------------------------------
Date
Attached is a check in the amount of $--------- for the above referenced
make-ready work. Please proceed with the work.
----------------------------------
Authorized Licensee Representative
----------------------------------
Date
BellSouth make-ready work completed -------------.
47
Form C - 1 EXHIBIT I
PAGE 9 OF 17
ITEMIZED ESTIMATE
POLE, ANCHOR, ANCHOR/XXX XXXXXX
MAKE-READY WORK AND CHARGES
------------------------ -------------------------------------
(Licensee) (Date Prepared)
------------------------ -------------------------------------
(Area) (Custom Work Order No.)
------------------------ -------------------------------------
(P.A. Applic. No.) (Exchange or Wire Center)
---------------------------------------------------------------------------------------------------------------
POLE INFORMATION MAKE-READY WORK REQUIREMENTS MATERIAL LABOR
(5) (6)
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Licensor Performed
Pole No. Location Description of Work by Unit Rate/ Total
(1) (2) (3) (4) No. & Item Cost Total Hours Hour
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
1 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
2 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
3 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
4 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
5 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
6 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
7 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
8 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
9 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
10 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
11 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
12 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
13 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
14 ------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
15 ------
---------------------------------------------------------------------------------------------------------------
48
Form C - 2 EXHIBIT I
PAGE 10 OF 17
ITEMIZED ESTIMATE
CONDUIT MAKE-READY WORK AND CHANGES
------------------------ --------------------------------
(Licensee) (Date Prepared)
------------------------ --------------------------------
(Area) (Custom Work Order No.)
------------------------ --------------------------------
(P.A. Applic. No.) (Exchange or Wire Center)
----------------------------------------------------------------------------------------------------------
CONDUIT INFORMATION MAKE-READY WORK REQUIREMENTS MATERIAL (4) LABOR (5)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Location Description of Work (3)
----------------------- Unit Rate/
Street (1) Section (2) No. & Item Cost Total Hours Hour Total
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
1
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
2
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
3
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
4
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
5
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
6
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
7
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
8
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
9
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
10
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
11
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
12
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
13
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
14
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
15
----------------------------------------------------------------------------------------------------------
49
Form C-3 Exhibit I
Page 11 of 17
ITEMIZED ESTIMATE / SUMMARY ESTIMATE
------------------ Pole Attachment -----------------------
Licensee Application No. Date prepared
---------------
------------------ Conduit Occupancy -----------------------
Area Application No. Authorization No.
---------------
------------------ -----------------------
Application No. Wire Center or Exchange
Make-Ready Hours Rate/Hr Total
---------------- ------------- ---------- -------------
Labor $ $
------------- ---------- -------------
* Engineering &
Administration $ $
------------- ---------- -------------
Material $
-------------
Subtotal $
-------------
+ 10% $
-------------
Total $
-------------
* Less previous payments under
this authorization $
-------------
Amount Due $
* If this authorization includes the make-ready survey and associated payments,
engineering and administrative costs for the make-ready survey should be
included in the estimated amount above.
50
Form D-1
Exhibit I
Page 12 of 17
APPLICATION AND CONDUIT OCCUPANCY LICENSE
-----------------------------
(Licensee)
-----------------------------
(Street Address)
-----------------------------
(City, State)
-----------------------------
(Date)
Operations Manager - Network
BellSouth Telecommunications, Inc.
---------------------------------
---------------------------------
In accordance with the terms and conditions of the License Agreement between us,
dated _________, 19__, application is hereby made for a license to occupy the
conduit system shown on form D-2, with the cable and equipment detailed on Forms
D-3 and D-4. This request will be designated as follows:
CONDUIT OCCUPANCY (C. O.) Application Number CO- ---------- (1)
By:
-------------------------------------
Authorized Licensee Representative
Its:
-----------------------------------
Title
Tel. No.
-------------------------------
The above referenced License --------------- is hereby granted to occupy
Licensor's conduit system, as indicated on the attached Form D-2, with cable,
equipment, and facilities specified on the attached Forms, D-3 and D-4. Duct
footage this license is -------------------.
----------------------------------------
(Licensor)
----------------------------------------
(C.O. Application No.)
(1) Individual applications to be numbered in sequential ascending order by
Licensee for each License Agreement. Licensor will process applications in
sequential ascending order according to the application numbers assigned by
the Licensee.
51
Form D-2 Exhibit I
Page 13 of 17
----------------------
(Licensor)
----------------------
(C.O. Application No.)
CONDUIT SYSTEM DIAGRAM - SAMPLE
Letters (A, B & C) = Cable designation by type from form D-3
Numbers (1, 2, etc.) = Number of cable(s) by section
= Represents all cables in conduit section
--------------------
O = Pole
52
Form D-2 EXHIBIT I
Page 13A of 17
------------------
(Licensee)
------------------
(C.O. Applic. No.)
CONDUIT SYSTEM DIAGRAM - SAMPLE
[A CONDUIT SYSTEM DIAGRAM APPEARS HERE]
Letters (A, B & C) = Cable designation by type from form D-3
Numbers (1, 2 & 3) = Number of cable(s) by section
= Represents all cables in conduit section
--------------------
O = Pole
53
Form D-3 Exhibit I
Page 14 of 17
-----------------------------------
(Licensee)
-----------------------------------
(Conduit Occupancy Application No.)
CABLE TO OCCUPY CONDUIT
--------------------------------------------------------------------------------------------------------------------------
Metallic Maximum Maximum
Sheath Type Voltage Current
Cable Wt. Lbs. or of To in any Type of
Designa- O. D. Per Shield Cable Ground Conductor Jacket
tion Inches Foot (d) (e) (f) (g) (h)
------------------ ----------------
(a) (b) (c) Yes No AC DC
--------------------------------------------------------------------------------------------------------------------------
1
--------------------------------------------------------------------------------------------------------------------------
2
--------------------------------------------------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------------------------------------------------
5
--------------------------------------------------------------------------------------------------------------------------
6
--------------------------------------------------------------------------------------------------------------------------
7
--------------------------------------------------------------------------------------------------------------------------
(a) Cable Designation: Assign letter, alphabetically, to each
different type of cable to be installed.
(b) O. D. (Inches): Outside diameter of cable.
(c) WT. Lbs. per foot: Self-explanatory.
(d) Metallic Sheath Or Shield: Self-explanatory.
(e) Type of Cable: If coaxial cable, show number of tubes.
If pair cable, show pair size and
gauge (e.g. 16-22).
(f) Maximum Voltage to Ground: Self-explanatory.
(g) Maximum Current in any Conductor: Indicate voltage and
amperage.
(h) Type of Jacket: Enter the type of material of the outer jacket
or sheath (polyethylene, PVC, lead, etc.).
54
Form D-4 Exhibit I
Page 15 of 17
-----------------------------------
(Licensee)
-----------------------------------
(Conduit Occupancy Application No.)
EQUIPMENT HOUSINGS TO BE PLACED IN MANHOLES
------------------------------------------------------------------------------------------------------------------------
Manhole Type Height Width Depth Weight
Location
------------------------------------------------------------------------------------------------------------------------
1
------------------ ------------------ ----------------- --------------- -------------- ------------
2
------------------ ------------------ ----------------- --------------- -------------- ------------
3
------------------ ------------------ ----------------- --------------- -------------- ------------
4
------------------ ------------------ ----------------- --------------- -------------- ------------
5
------------------ ------------------ ----------------- --------------- -------------- ------------
6
------------------ ------------------ ----------------- --------------- -------------- ------------
7
------------------ ------------------ ----------------- --------------- -------------- ------------
8
------------------ ------------------ ----------------- --------------- -------------- ------------
9
------------------ ------------------ ----------------- --------------- -------------- ------------
10
------------------ ------------------ ----------------- --------------- -------------- ------------
11
------------------ ------------------ ----------------- --------------- -------------- ------------
12
------------------ ------------------ ----------------- --------------- -------------- ------------
13
------------------ ------------------ ----------------- --------------- -------------- ------------
14
------------------ ------------------ ----------------- --------------- -------------- ------------
15
------------------ ------------------ ----------------- --------------- -------------- ------------
55
Form E Exhibit I
Page 16 of 17
----------------------------
(Licensee)
NOTIFICATION OF SURRENDER OR MODIFICATION
OF POLE ATTACHMENT LICENSE BY LICENSEE
------------------------------------
(Licensor Street Address)
------------------------------------
(City & State)
---------------------------------- ------------------------------------
(Licensor, Telephone Company Name) (Date)
In accordance with the terms and conditions of the License Agreement between us,
dated____, l9__, notice is hereby given that the licenses covering attachments
to the following poles and/or anchors and/or utilization of anchor/xxx xxxxxx
are surrendered (or modified as indicated in Licensee's prior notification to
Licensor, dated___ , 19__) effective_____.
----------------------------------------------------------------------------------------------------------------------------
Assoc. Pole License Number License Date Surrender or Date
Number Modification (surrender/modified)
----------------------------------------------------------------------------------------------------------------------------
1 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
2 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
3 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
4 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
5 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
6 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
7 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
8 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
9 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
10 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
Date licensor received notification:
--------------------------------------------
Date licensor accepted modification:
-------------------------------------------- -----------------------------------
(Authorized Licensee Representative)
By:
-----------------------------------------------------------------------------
Discontinued: Poles
-------------------------------------- -----------------------------------
Anchors (Title)
--------------------------------------
Anchors/Guy Strands
--------------------------------------
56
Form F Exhibit I
Page 17 of 17
(Licensee)
NOTIFICATION OF SURRENDER OR MODIFICATION
OF CONDUIT OCCUPANCY LICENSE BY LICENSEE
------------------------------------
(Licensor Street Address)
------------------------------------
(City & State)
---------------------------------- ------------------------------------
(Licensor, Telephone Company Name) (Date)
In accordance with the terms and conditions of the License Agreement between us,
dated____, l9__, notice is hereby given that the licenses covering occupancy of
the following conduit are surrendered (or modified as indicated in Licensee's
prior notification to Licensor, dated ___, 19__) effective____.
----------------------------------------------------------------------------------------------------------------------------
Assoc. Pole License Number License Date Surrender or Date
Number Modification (surrender/modified)
----------------------------------------------------------------------------------------------------------------------------
1 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
2 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
3 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
4 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
5 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
6 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
7 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
8 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
9 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
10 A
A/GS
----------------------------------------------------------------------------------------------------------------------------
Date licensor received notification:
--------------------------------------------
Date licensor accepted modification:
--------------------------------------------
------------------------------------
(Authorized Licensee Representative)
By:
-----------------------------------------------------------------------------
Discontinued: Total Duct Footage ------------------------------------
--------------------------------- (Title)
57
EXHIBIT II
NONDISCRIMINATION COMPLIANCE AGREEMENT
58
Exhibit II
Page 2 of 3
NON DISCRIMINATION COMPLIANCE AGREEMENT
Contractors shall comply with the applicable provisions of the following:
Exec. Order #12138, P.L. 95-507, Exec. Order #11246, Exec. Order #11625, Section
8 of the Small Business Act as amended. Railroad Revitalization and Regulatory
Reform Act of 1976, Exec. Order #11701, Exec. Order #11758, Exec. Order #12138,
Section 503 of the Rehabilitation Act of 1973 as amended by XX00-000, Xxxxxxx
Era Veteran's Readjustment Assistance Act of 1974 and the rules, regulations and
relevant Orders of the Secretary of Labor pertaining to the Executive Orders and
Statutes listed above.
For contracts of or which aggregate to $2,500 or more annually, the following
table describes the clauses which are included in the contract:
1. Inclusion of the Equal Employment clause in all contracts and orders;
2. Certification of non-segregated facilities;
3. Certification that an affirmative action program has been developed and is
being filed;
4. Certification that an annual Employers Information Report (EEO-1 Standard
Form 100) is being filed;
5. Inclusion of the "Utilization of Minority and Women's Business Enterprises"
clause in all contracts and orders;
6. Inclusion of the "Minority and Women's Business Enterprise Subcontracting
Program" clause in all contracts and orders;
7. Inclusion of the "Listing of Employment Openings" clause in all contracts and
orders;
8. Inclusion of the "Employment of the Handicapped" clause in all contracts and
orders:
Contract Value Clause(s) Required
$ 2,500 to $10,0008
$10,000 to $50,000 1, 2, 5, 6, 7, 8
$50,000 or more 1, 2, 3*, 4*, 5, 6, 7, 8
* Applies only for businesses with 50 or more employees
1. Equal Employment Opportunity Provisions
In accordance with Exec. Order #11246, dated September 24, 1965 and Part 60-1 of
Title 41 of the codes of Federal Regulations (Public Contracts and Property
Management, Office of Federal Contract Compliance, Obligations of Contractors
and Subcontractors), as may be amended from time to time, the parties
incorporate herein by this reference the regulations and contract clauses
required by those provisions to be made a part of Government contracts and
subcontracts.
2. Certification of Non-segregated Facilities
The contractor certifies that it does not and will not maintain any facilities
it provides for its employees in a segregated manner, or permit its employees to
perform their services at any location under its control where segregated
facilities are maintained and that it will obtain a similar certification prior
to the award of any nonexempt subcontract.
3. Certification of Affirmative Action Program
The contractor affirms that it has developed and is maintaining an affirmative
action plan as required by Part 60-2 of Title 41 of the Code of Federal
Regulations.
4. Certification of Filing of Employers Information Reports
The contractor agrees to file annually, on or before the 31st day of March,
complete and accurate reports on Standard Form 100 (EEO-1) or such forms as may
be promulgated in its place.
5. Utilization of Minority and Women's Business Enterprises
(a) It is the policy of the Government and BellSouth Corporation and its
affiliates as a Government contractor, that minority and women's business
enterprises shall have the maximum practicable opportunity to participate in the
performance of contracts.
(b) The contractor agrees to use his or her best efforts to carry out this
policy in the award of his or her subcontracts to the fullest extent consistent
with the efficient performance of this contract. As used in this contract, the
term "minority or women's business enterprises" means a business with at least
51 percent of which is owned by minority or women group members or in case of
publicly owned businesses, at least 51 percent of the stock of which is owned by
minority or women group members. For purposes of this definition, minority group
members are Blacks, Hispanics, Asians, Pacific Islanders, American Indians and
Alaskan Natives. Contractors may rely on written representation by
subcontractors regarding their status as minority or women's business
enterprises in lieu of an independent investigation.
6. Minority and Women's business enterprise Subcontracting Program
(a) the contractor agrees to establish and conduct a program which will enable
minority and women's business enterprises (as defined in paragraph 5 above) to
be considered fairly as subcontractors and suppliers under the contract. In this
connection, the Contractor shall:
(1) Designate a liaison officer who will administer the contractor's minority
and women's business enterprises program;
(2) Provide adequate and timely consideration of the potentialities of known
minority and women's business enterprises in all "make-or-buy" decisions;
(3) Assure that known minority and women's business enterprises will have an
equitable opportunity to compete for subcontracts, particularly by arranging
solicitations, time for the preparation of bids, quantities, specifications, and
delivery schedules so as to facilitate the participation of minority and women's
business enterprises;
(4) Maintain records showing (i) procedures which have been adopted to comply
with the policies set forth in this clause, including the establishment of a
source list of minority and women's business enterprises, (ii) awards to
minority and women's business enterprises on the source list, and (iii) specific
efforts to identify and award contracts to minority and women's business
enterprises;
(5) Include the Utilization of Minority and Women's Business Enterprises clause
in subcontracts which offer substantial minority and women's business
enterprises subcontracting opportunities;
(6) Cooperate with the Government's Contracting Officer for BellSouth
Corporation or its affiliates in any studies and surveys of the contractor's
minority and women's business enterprises procedures and practices that the
Government's Contracting Officer may from time to time conduct;
59
Exhibit II
Page 3 of 3
(7) Submit periodic reports of subcontracting to known minority and women's
business enterprises with respect to the records referred to in sub-paragraph
(4) above, in such form and manner and at such time (not more often than
quarterly) as the Government's Contracting Officer for BellSouth Corporation or
its affiliates may prescribe.
(b) The contractor further agrees to insert, in any subcontract hereunder which
may exceed $500,000 (or in the case of WBX $1,000,000 in the case of contracts
for the construction of any public facility and which offer substantial
subcontracting possibilities) provisions which shall conform substantially to
the Language of this Agreement, including this paragraph (b) and to notify the
Contracting Officer of the names of such subcontractors.
7. List of Employment Openings for Veterans
In accordance with Exec. Order 11701, dated January 24, 1973, and Part 60-250 of
Title 41 of the Code of Federal Regulations, as it may be amended from time to
time, the parties incorporate herein by this reference the regulations and
contract clauses required by those provisions to be made a part of Government
contracts and subcontracts.
8. Employment of the Handicapped
In accordance with Exec. Order 11750, dated January 15, 1974, and Part 60-741 of
Title 41 of the Code of Federal Regulations as may be amended from time to time,
the parties incorporate herein by this reference the regulations and contract
clauses required by those provisions to be made a part of Government contracts
and subcontracts.
60
EXHIBIT III
CONFLICT OF INTEREST AGREEMENT
61
Exhibit III
Page 2 of 2
CONFLICT OF INTEREST AGREEMENT
The Licensor does business with thousands of contractors and suppliers. It is a
fundamental policy of the Licensor that such dealings shall be conducted on a
fair and impartial basis, free from improper influences, so that all
participating contractors and suppliers may be considered on the basis of the
quality and cost of their product or service.
The Licensor is also committed to doing business with contractors and suppliers
in an atmosphere that is in keeping with the highest standards of business
ethics. Although the Licensor recognizes that the exchange of gifts and
entertainment is customary in some businesses, the Licensor believes that this
practice often raises embarrassing questions about the motive of both the giver
and receiver. Therefore, the Licensor has for some time followed a policy that
its employees shall not accept from customers, suppliers of property, goods, or
Services, or from any other persons, any gifts, benefits, or unusual hospitality
that may in any way tend to influence them, or have the appearance of
influencing them, in the performance of their jobs. Employees of the Licensor
who are authorized to make purchases or negotiate contracts are aware of this
policy.
The Licensor believes that firm adherence to this policy will help establish
better business relationships between the Licensor and any Licensee. The
Licensor solicits the Licensee's cooperation in achieving that objective.
By executing this Agreement, the Licensee hereby stipulates that the Licensee
has not employed, retained, induced, or directed any person employed by the
Licensor to solicit or secure this Agreement upon agreement, offer,
understanding, or implication involving any form of remuneration whatsoever. The
Licensee agrees that in the event of an allegation of substance (the
determination of which will be solely made by the Licensor) that there has been
a violation hereof, the Licensee will cooperate in every reasonable manner with
the Licensor in establishing whether the allegation is true. Notwithstanding any
provisions of this Agreement to the contrary, if a violation of this provision
is found to have occurred and is deemed material by the Licensor, the Licensor
may terminate this Agreement.
62
EXHIBIT IV
NONDISCLOSURE AGREEMENT
63
EXHIBIT IV
Page 2 of 2
NONDISCLOSURE AGREEMENT
During the term of this Agreement it may be necessary for the Licensor to
provide the Licensee with certain information considered to be proprietary or
confidential. The receiving party shall protect such information of the other
party from whatever source from distribution, disclosure, or dissemination to
anyone except employees of the receiving party with a need to know such
information in conjunction with the provision of Services hereunder, except as
authorized herein or as otherwise authorized in writing.
All such information shall be in writing or other tangible form and clearly
marked with a confidential or proprietary legend. Information conveyed orally
shall be designated as proprietary or confidential at the time of such oral
conveyance and shall be reduced to writing within forty five (45) days).
The Licensee will not have an obligation to protect any portion of the
Licensor's information which:
is made publicly available by the Licensor or lawfully by a nonparty to
this Agreement; or
is lawfully obtained by the Licensee from any source other than the
Licensor; or
is previously known to the Licensee without an obligation to keep it
confidential; or
is released by the Licensor in writing; or
is released by Licensee pursuant to any subpoena issued in connection
with any legal action or administrative proceedings; however, the Licensee shall
immediately notify the Licensor of such subpoena.
The Licensee will only make copies of the information solely in
supporting the Licensor as are necessary for its use under the terms hereof, and
each such copy will be marked with the same proprietary notices as appear on the
originals.
The Licensee agrees to use the information solely in supporting the
Licensor and for no other customer or purpose.
The Licensee agrees not to identify the Licensor or any other owner of
information disclosed hereunder in any advertising or publicity without the
prior written permission of the Licensor.
