Exhibit 10.6
AMERITECH - ILLINOIS
Structure License Agreement
This Agreement, effective the 14th day of November, 1996 between Ameritech,
hereinafter called Licensor, and 21st Century Cable TV, Inc., located at 000 X.
Xxxxxxxxx Xxxxx Xxxxx, #0000 in Chicago, Illinois hereinafter called Licensee.
WITNESSETH:
Whereas, Licensee proposes to furnish communication services in the municipality
of Chicago, Illinois.
Whereas, Licensee will need to place and maintain aerial and/or underground
communications facilities within the area described above and desires to place
such communications facilities on poles and/or in the conduit system of
Licensor; and,
Whereas, Licensor is willing to permit to the extent it may lawfully do so, the
placement of said communications facilities on or within Licensor's facilities
where reasonably available and where such use will not interfere with Licensor's
service requirements 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:
ARTICLE I
DEFINITIONS
As used in this Agreement:
A. ANCHOR ROD
A metal rod connected to an anchor and to which a xxx xxxxxx is attached. Also
known as, a "guy rod".
B. AMERITECH
As used herein "AMERITECH" means Illinois Xxxx Telephone Company aka Ameritech -
Illinois, a corporation organized and existing under the laws of the State of
Illinois, having its principal office in the City of Chicago, Illinois.
C. CONDUIT
A structure containing one or more ducts.
D. CONDUIT SYSTEM
Any combination of ducts, conduit(s), and manholes joined to form any integrated
system but not including cable vaults or buildings owned or controlled by
Licensor or in the Licensor's remote terminals or controlled environmental
vaults..
E. DUCT
A single enclosed raceway for communications cables.
F. XXX XXXXXX
A metal cable of high tensile strength which is attached to a pole and anchor
rod (or another pole) for the purpose of reducing pole stress.
G. INNERDUCT
Normally a 1 - 1/4" or 1" duct placed in groups of 2 or 3 inside a larger duct.
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H. JOINT OWNER
A person, firm or corporation having an ownership interest in a pole and/or
anchor rod with Licensor.
I. JOINT USER
A party who owns poles or anchor rods to which Licensor is extended or may
hereafter be extended joint use privileges or to whom Licensor has extended or
may hereafter extend joint use privileges of Licensor's poles or anchor rods.
J. LICENSEE
A person, firm, corporation or entity which is a telecommunications carrier, as
defined in 220 ILCS 5/13-202 or the owners of a cable television system as
defined in 47 U.S.C. sec 522(5).
K. LICENSEE'S COMMUNICATIONS FACILITIES
The cables and associated equipment and hardware utilized by Licensee in
providing communications service and located between Licensee-provided terminal
equipment and/or patron-provided terminal equipment.
L. LICENSOR'S POLES
Poles owned by Licensor in whole or in part.
M. MANHOLE
An opening in a conduit system which persons may enter for the purpose of
installing and maintaining communications facilities.
N. MAKE-READY WORK
The work required (including field survey, rearrangement and/or transfer of
existing facilities on a pole or in a conduit system, replacement of a pole or
any other changes) to
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accommodate Licensee's communication facilities on Licensor's poles or in
Licensors conduit system.
O. OTHER LICENSEE
Any entity, other than Licensee herein or a Joint User, to whom Licensor has or
hereafter shall extend the privilege of attaching communications facilities to
Licensor's poles or occupying Licensor's conduit system.
P. PATRON
A person, firm or corporation who receives Licensee's communications service.
Q. POLE ATTACHMENT
Any item of Licensee's communication facilities in direct contact with Licensors
pole.
R. SUSPENSION STRAND
A metal cable of high tensile strength attached to pole and used to support
communications facilities. Also known as "messenger".
Article II
Scope of Agreement
A. Subject to the provisions of this Agreement, Licensor agrees to issue to
Licensee for any lawful communications purpose, revocable, non-exclusive
permits authorizing the attachment of Licensee's communications facilities
to Licensor's poles.
B. Subject to the provisions of this Agreement, Licensor agrees to issue to
Licensee for any lawful communications purpose, revocable, non-exclusive
Permits authorizing the placing of Licensee's communications facilities in
Licensors conduit system.
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C. Nothing contained in this Agreement shall be construed to compel Licensor
to construct, retain, extend, place or maintain any pole, or other
facilities not needed for Licensor's own service requirements.
D. Nothing contained in this Agreement shall be construed as a limitation,
restriction, or prohibition against Licensor with respect to any agreement
and/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 and conduit systems covered by this Agreement. The rights of
Licensees shall at all times be subject to any such existing agreement
and/or arrangement.
E. This Agreement may be subject to approval by the Illinois Commerce
Commission.
Article III
Fees and Charges
A. Licensee agrees to pay to Licensor the fees and charges as specified
herein and in accordance with the terms and conditions of Appendix 1,
attached hereto and made a part hereof.
B. Nonpayment of any amount due under this Agreement shall constitute a
default of this Agreement.
C. Licensee shall furnish bond in a form of satisfactory to Licensor or other
satisfactory evidence of financial security in such amount as Licensor from
time to time may require, in an initial amount of $*** for each
municipality to guarantee the performance of all of Licensee's obligations
hereunder. The amount of the bond or financial security shall not operate
as a limitation upon the obligations of the Licensee hereunder.
D. At the expiration of one year from the date of this agreement, and at the
end of every six month period thereafter, changes in the amount of the fees
and charges specified in Appendix I may be made by Licensor upon one month
prior written notice to Licensee, and Licensee agrees to pay such changed
fees and charges.
_________________
*** Confidential Information has been omitted and filed separately with the
Securities and Exchange Commission.
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Specifications
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 15 days prior
to the end of such notice period.
E. Changes or amendments to Appendix I shall be effected by the separate
execution of Appendix I as so modified. The separately executed Appendix I
shall become a part of and be governed by the terms and conditions of this
Agreement.
Article IV
Advance Payment
A. Licensee shall make an advance payment to the Licensor unless alternative
methods have been negotiated prior to:
1. any undertaking by Licensor of a field survey in an amount
specified by Licensor sufficient to cover the estimated charges
for completing such field survey.
2. any 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 will be credited against the
charge for such field survey and/or make-ready work.
C. Where the advance payment made by Licensee to Licensor for field survey or
make ready work is less than the charge for such work, Licensee agrees to
pay Licensor all sums due in excess of the amount of the advance payment.
D. Where the advance payment made by Licensee to Licensor for field survey or
make ready work exceeds the charge for such work, Licensor shall refund the
difference to Licensee.
Article V
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Specifications
A. Licensee's communications facilities shall be placed and maintained in
accordance with the requirements and specifications of the latest edition
of the Xxxx System Manual of Construction Procedures (Blue Book), the
National Electrical Code (NEC), the National Electrical Safety Code (NESC),
the rules and regulations of the Occupational Safety and Health Act (OSHA)
and General Order 160 of the Illinois Commerce Commission or 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 so placed and
maintained and Licensee has not corrected the violation within 15 days from
the date of written notice thereof from Licensor, Licensor may in addition
to any other remedies Licensor may have hereunder, remove Licensee's
communications facilities from any or all of Licensor's poles or perform
such other work and take such other action in connection with said
communications facilities that Licensor's employees or performance of
Licensor's service obligations at the cost and expense to Licensee in
accordance with Appendix I and without any liability on the part of
Licensor, provided, however, that when in the sole judgment of Licensor
such a condition may endanger the safety of Licensor's employees or
interfere with the performance of Licensor's service obligations, Licensor
may take such action without prior notice to Licensee.
Article VI
Legal Requirements
A. Licensee shall be responsible for obtaining from the appropriate public
and/or private authority any required authorization to construct, operate
and/or maintain its communications facilities on public and private
property at the location of Licensor's pole and conduit system which
Licensee uses. Licensor reserves the right to terminate an existing Permit
or refuse to grant a new Permit where such evidence is unsatisfactory.
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B. The parties hereto shall at all times observe and comply with, and the
provisions of the Agreement are subject to, all laws, ordinances,
regulations and use restrictions which in any manner affect the rights and
obligations of the parties hereto under this Agreement, so long as such
laws, ordinances, regulations, or restrictions remain in effect.
C. No Permit granted under this Agreement shall extend to any of the
Licensor's poles or conduit system where the placement of Licensee's
communications facilities would result in a forfeiture of the rights of
Licensor, Joint Owners or Joint Users, to occupy the property on which such
poles or conduit system are located. If the existence of Licensee's
communications facilities on Licensor's pole or in Licensor's conduit
system would cause a forfeiture of the right of the Licensor, Joint Owners
or Joint Users, or all to occupy such property, Licensee agrees to remove
its communications facilities forthwith upon notification by Licensor. If
said communications facilities are not so removed, Licensor may perform
and/or have performed such removal without liability on the part of
Licensor and Licensee agrees to pay Licensor, Joint Owners or Joint User or
all, the cost thereof and for all losses and damages that may result.
Article VII
Issuance of Permits
A. Before Licensee shall attach to any pole and/or occupy any duct of
Licensor. Licensee shall make Application for and have received an
appropriate permit. (Appendix III, Forms P-1 and P-2 and/or C-1 through C-
2).
B. Licensee agrees to limit filing of Applications for Pole Attachment Permits
(Appendix III, Forms P1 and P2) to include not more than 300 poles on any
one Application and 1500 poles on all Applications which are pending
approval by Licensor at any one time. Such limitations will apply to
Licensor's poles located within a single plant construction district of
Licensor. Licensee further agrees to designate a desired priority of
completion of the field 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 Requirements
A. Pole
1. When an Application for Pole Attachment Permit is submitted by
Licensee a field survey will be required for each pole for which
attachment is requested to determine the adequacy of the pole to
accommodate Licensee's communications facilities. Licensor will advise
the Licensee will advise the Licensee in writing of the estimated
charges that will apply for such field survey. (Appendix III, Form X-
0, Xxxxxxxxxxxxx for Field Survey/Make-Ready Work).
2. The field survey may be performed jointly by representatives of
Licensor, Joint Owner and/or Joint User and Licensee.
3. Licensor reserves the right to refuse to grant a Pole Attachment
Permit for attachment to a pole when Licensor determines that the
communications space on such pole is required for its exclusive use or
that of a governmental entity with pole attachment rights and that the
pole may not reasonably be rearranged or replaced to accommodate
Licensee's communications facilities.
4. In the event Licensor determines that a pole to which Licensee desires
to attach 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 (Appendix
III, Form A-1, Authorization for Field Survey/Make-Ready Work).
Licensee shall have 30 days from the date of said Form A-1 to indicate
its authorization for completion of the required make-ready work and
acceptance of the resulting charges.
5. Any required make-ready work will be performed following receipt by
Licensor of completed Form A-1. Licensee shall pay Licensor for all
make-ready work completed in accordance with the provisions of this
Agreement and shall also reimburse the owner(s) of other facilities
attached to said poles for any expense incurred by it or them in
transferring or rearranging the facilities
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of such other owners to accommodate Licensee's pole attachment.
Licensee shall not be entitled to reimbursement of any amounts paid to
Licensor for pole replacements or for rearrangement of facilities on
Licensor's poles by reason of the use by the Licensor or other
authorized user(s) of any additional capacity resulting from such
replacement or rearrangement.
6. Should Licensor, a Joint Owner or a Joint User or a governmental
entity with pole attachment rights, for its own service requirements,
need to attach additional facilities to any of Licensor's poles, to
which Licensee is attached, Licensee's will either rearrange its
communications facilities on the pole or transfer them to a
replacement pole as determined by Licensor so that the additional
facilities of Licensor, Joint Owner or Joint User [or governmental
entity] may be attached. The rearrangement or transfer of Licensee's
communications facilities will be made at Licensee's sole expense.
10. Permit Applications received by Licensor from two or more Licensees
for accommodations on the same pole will be processed by Licensor in
attachment accordance with the procedures detailed in Appendix II
attached hereto.
11. Whenever it is necessary for Licensor to replace its pole to
accommodate Licensee's communications facilities, Licensor may grant
Licensee the option. where possible and acceptable to Joint Owner or
Joint User, to become the owner of the pole upon payment of all
replacement costs on a fully installed basis. This option is subject
to the further conditions that:
a. Licensee grants Licensor and any Joint Owner or Joint User
the right to attach their respective facilities to such
replacement pole upon the same terms and conditions as set
forth in this Agreement and
b. that any governmental entity having attachment rights to
Licensor's pole shall be granted similar attachment rights
under the same terms and conditions as apply to the pole
being replaced.
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12. Should Licensee exercise these options and become the pole owner, it
agrees to maintain the pole in a safe and serviceable condition for
all attachees to the pole for as long as Licensee owns an interest in
the pole.
B. Anchor Rod
1. Licensee may attach its xxx xxxxxx to Licensor's existing anchor rod
at no charge where Licensor determines that adequate capacity is
available; provided that Licensee agrees to secure any necessary
right-of-way therefore from the appropriate property owner.
2. Should Licensor, Joint Owner or Joint User attached to the anchor rod,
need for its own service requirements to increase its load on the
anchor rod to which Licensee's guy is attached, Licensee will either
rearrange its xxx xxxxxx on the anchor rod or transfer it to a
replacement anchor as determined by Licensor.
The cost of such rearrangement and/or transfer, and the placement of a
hew or replacing anchor will be at the sole expense of Licensee agrees
to pay.
3. If Licensee does not rearrange or transfer its xxx xxxxxx within 15
days following the date of written notice from Licensor regarding such
requirement, Licensor, Joint Owner or Joint User may perform, or have
performed, the work involved and Licensee agrees to pay the full costs
thereof.
C. Conduit System
1. When an Application for Conduit Occupancy Permit (Appendix III, Form
C-1) is submitted by Licensee a record check by the Licensor will be
required to determined 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
field verification and make ready work required. (Appendix III,
Form A-1, Authorization for Field Survey/Make-Ready Work).
2. The Licensor retains the right, in its sole judgment, to determine
whether such requested space is or is not available. The Licensor will
notify the Licensee if the requested space is not available.
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3. If, in the Licensor's sole discretion, the requested space may be made
available by rearrangement of the existing communications facilities
therein, Licensor will advise the Licensee in writing of the estimated
make-ready charges that will apply (Appendix III, Form A-1,
Authorization for Field Survey Make-Ready Work). Licensee shall have
30 days from the date of said Form A-1 to indicate its authorization
for completion of the required make-ready work and acceptance of the
resulting charges.
4. Should Licensor [or governmental entity with whom Licensor has an
agreement granting such entity priority access to and occupancy of
Licensor's conduit system] need, for its own service requirements, any
of the space occupied by Licensee's communications facilities in
Licensor's conduit system 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 designed by the Licensor and
at the expense of Licensee. If Licensee has not so rearranged its
communications facilities within 15 days of the date of written notice
from Licensor requesting such rearrangement, Licensor may perform to
have performed such rearrangement without any liability on the part of
the Licensor and Licensee agrees to pay the costs thereof.
D. 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.
Article IX
CONSTRUCTION, MAINTENANCE AND REMOVAL OF COMMUNICATIONS FACILITIES
A. Licensee may attach to the poles of the Licensor or place in the conduit
systems of the Licensor, only those Licensee communication facilities
authorized to be attached or placed in the Permit issued under Article VII,
above. Licensee shall not attach to the poles of the Licensor or place in
the conduit or trench systems of the Licensor, any Licensee communications
facilities not authorized to be attached or placed in a Permit issued under
Article VII. Licensee shall not modify,
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supplement, add to or rearrange any Licensee communications facilities
attached to the poles of the Licensor, or placed in the conduit of the
Licensor, without having first been issued a Permit by the Licensor under
Article VII.
B. Licensee shall, at its own expense, construct and maintain its
communications facilities on Licensor's poles and in Licensor's conduit
system in a safe condition and in a manner acceptable to Licensor, so as
not to conflict with the use of the Licensor's poles or conduit system by
Licensor or other authorized user's facilities attached thereon or placed
therein. Licensee shall include in its installation of facilities
appropriate permanent labels or other identification to all cables and
equipment placed on Licensor's poles and in Licensor's conduit system.
C. Licensor shall specify the point of attachment on each of Licensor's poles
to be occupied by Licensee's communications facilities. Where multiple
Licensee's attachments are involved, Licensor will attempt to the extent
practical, to designate the same relative position on each pole for each
Licensee's communications facilities.
D. Licensee shall provide written notification to Licensor and obtain specific
written authorization from Licensor before relocating or replacing its
communication facilities on Licensor's poles.
E. Licensee's communications facilities shall be placed in, maintained,
removed from, relocated or replaced in Licensor's conduit system only when
specified authorization for the work to be performed and approval of the
party to perform such work has been obtained in advance from Licensor.
Licensor retains the right to specify what, if any, work shall be performed
by Licensor at Licensee's expense.
F. In each instance where Licensee's communications facilities are to be
placed in Licensor's conduit system, Licensor shall designate the
particular duct the cable will occupy, the location where and manner in
which Licensee's cables will enter and exit Licensor's conduit system, the
racking of cables in the manhole and the specific location for any
associated equipment to be located in the conduit system, Licensor reserves
the right to include or limit the type, number and size of Licensee's
communications facilities which may be placed in Licensor's conduit system.
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G. Licensor's manholes shall be opened only at permitted by Licensor's
authorized employees or agents. Licensee shall be responsible for
obtaining any necessary permits from appropriate authorities to open
manholes and conduct work operations. Licensee's employees, agents or
contractors will be permitted to enter or work in Licensor's manholes only
when an authorized agent or employee of Licensor is present. Licensor's
said agent or employee shall have the authority to suspend Licensee's work
operations in and around Licensor's manholes if, in the sole discretion of
said agent or employee, any hazardous conditions arise or any unsafe
practices are being followed 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 1, for having
Licensor's agent or employee present when Licensee's work is being done in
and around Licensor's manholes. The presence of Licensor's authorized
agent or employee shall not relieve Licensee of its responsibility to
conduct all of its work operations in and around Licensor's manholes in a
safe and xxxxxxx like manner, in accordance with the terms of Article V.
H. Licensor may when it deems an emergency to exist, rearrange, transfer or
remove Licensee's communications facilities attached to Licensor's poles or
occupying Licensors conduit system without incurring any liability on the
part of the Licensor. As soon as practicable thereafter, Licensor will
endeavor to arrange for reacommodation of Licensee's communication
facilities so affected. Licensee agrees to pay Licensor for all expense
incurred by Licensor in connection with such rearrangement, transfer,
removal and reacommodation.
I. If necessary to accommodate the facilities of a subsequent Licensee,
Licensee shall, at Licensor's direction but at the expense of the
subsequent Licensee, rearrange its facilities on a pole, or transfer its
facilities to a replacement pole.
J. Licensee shall be liable for and shall pay for any rearrangements or
transfers of the facilities of the Licensor, a Joint Owner or Joint User, a
governmental entity or other Licensee which is required due to a violation
by Licensee of one or more of the requirements or specifications identified
in Section A of Article V.
K. Licensor may, but is not required to, transfer, or have transferred,
Licensee's facilities from poles on which such facilities are attached to
poles requiring replacement. Licensor shall have no liability to Licensee
for any such transfer. If the Licensor elects not to transfer Licensee's
facilities due to safety considerations,
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Licensor shall notify Licensee in writing and Licensee shall transfer such
facilities, at its sole costs and without any abatement of the Facility
Transfer Fee.
L. If Licensee shall fail to complete any rearrangement or transfer required
hereunder within 15 days after the date of written notice from Licensor
requesting such rearrangement or transfer, Licensor, or a Joint Owner or
Joint User, may perform or have performed such rearrangement or transfer
without liability on the part of Licensor or the Joint User or Joint- Owner
and Licensee agrees to pay the cost thereof.
M. Licensee, at is expense will remove its communications facilities from
Licensor's pole(s) or duct(s) within 30 days after
1 termination of the Permit covering such pole attachment or
conduit occupancy or
2. the date Licensee substitutes for communications facilities in
one duct with facilities in another duct or ducts.
If Licensee falls to remove its communications facilities within such
periods as specified preceding, Licensor shall have the right to remove
such facilities at Licensee's expense and without any liability on the part
of the Licensor.
Licensee shall advise Licensor in writing as to the date on which the
removal of its communications facilities from each Licensor pole and/or
portion of conduit system has been completed.
ARTICLE X
Termination of Licenses
A. Any Permit issued under this Agreement shall automatically terminate when
Licensee or Licensor ceases to have authority to construct and operate its
communications facilities on public or private property at the location of
the particular pole or duct covered by the Permit.
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B. Licensee may at any time surrender its Permit and remove its communications
facilities from a pole or portion of a conduit system by giving Licensor
written notice of such intention (Appendix III, Form E and F). Once
Licensee's communications have been removed they shall not again be
attached to such pole or be placed in the same portion of the conduit
system until Licensee has complied with all provisions of this Agreement as
though no previous Permit has been issued.
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 and guying attached to Licensor's
poles or occupying Licensor's conduit system, and Licensee shall reimburse
Licensor for the expense of such inspections. Any charge imposed by
Licensor for such inspections shall be in addition to any other sums due to
payable by Licensee under this Agreement.
B. The frequency and extend to such inspections by Licensor will depend
primarily 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 the 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 relieve Licensee of any responsibility, obligation or liability
assumed under this Agreement.
ARTICLE XII
Unauthorized Attachment or Occupancy
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A. If any of Licensee's communications facilities shall be found attached to
Licensor's poles or in Licensor's conduit system for which no Permit is
outstanding, Licensor, without prejudice to its other rights or remedies
under this Agreement (including termination) or otherwise, may Impose a
charge and require Licensee to submit in writing, within 15 days after the
date of written notification from Licensor or the unauthorized attachment
or occupancy, a pole attachment or Conduit occupancy Permit Application.
If such Application is not received by the Licensor within the specified
time period, Licensee shall remove its unauthorized attachment or occupancy
with 15 days of the final date for submitting the required Application, or
Licensor may remove Licensee's communications facilities without liability,
and the expense of such removal shall be borne by Licensee.
B. For the purpose of determining the applicable charge, absent satisfactory
evidence to the contrary, the unauthorized pole attachment or conduit
occupancy shall be treated as having existed for a period of two year(s)
prior to its discovery or for the period beginning with the date on which
Licensee was initially authorized to attach facilities of the same
communications system to poles or occupy the conduit system, whichever
period shall be the shorter; and the fees and charges as specified in
Appendix 1, shall be due and payable forthwith whether or not Licensee is
permitted to continue the pole attachment or conduit occupancy.
C. No act or failure to act by Licensor with regard to said unlicensed use
shall be deemed as a ratification or the licensing of the unlicensed use;
and if any Permit should be subsequently issued, said Permit shall not
operate retroactively or constitute a waiver by Licensor of any of its
rights of privileges under this Agreement or otherwise; provided, however,
that Licensee shall be subject to all liabilities, obligations and
responsibilities of this Agreement in regard to said unauthorized use from
its inception.
ARTICLE XIII
Licensor's Lien
Should Licensor under any applicable Article of this Agreement remove Licensee's
communications facilities from Licensor's poles or conduit system, Licensor will
deliver to Licensee the communications facilities so removed upon payment by
Licensee of the cost of removal, storage and delivery and all other amounts due
Licensor hereunder.
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In the event Licensor terminates this Agreement in accordance with Article XIX,
Subparagraph B, then Licensor is granted a lien on Licensee's communications
facilities occupying Licensor's conduit system or attached to Licensor's poles
or removed therefrom, with power of public or private sale, to cover any amounts
due Licensor under the provisions of this Agreement. Such liens shall not
operate to prevent Licensor from pursuing, at its option, any other remedy in
law, equity or otherwise including any other remedy provided for in this
Agreement.
ARTICLE XIV
Liability and Damages
A. Licensor reserves to itself, its successors and assigns, the right to
locate and maintain its poles and conduit system and to operate its
facilities in conjunction therewith in such a manner as will best enable it
to fulfill its own service requirements. 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 Licensor's pole 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 attorneys fees of
whatever kind resulting therefrom.
Licensor shall exercise precaution to avoid damaging the communications
facilities of the Licensee; make an immediate report to the Licensee of the
occurrence of any such damage caused by Licensor's employees, agents or
contracts and agrees to reimburse the Licensee for all costs incurred by the
Licensee to repair such damaged facilities.
B. Licensee shall exercise precaution to avoid damaging the facilities of
Licensor and of others attached to Licensors pole or placed in Licensor's
conduit system, and Licensee assumes all responsibility for any and all
loss from such damage caused by Licensee's employees, agents or
contractors.
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Licensee shall make an immediate report to Licensor and any others attached to
Licensor's poles or conduit system occupant of the occurrence of any such damage
and agrees to reimburse the respective parties for all costs incurred in making
repairs.
C. Licensee shall indemnify, protect and save harmless Licensor from and
against any and all claims, demands, causes of action and costs (including
attorney fees) for damages to property and injury or death to persons,
including payments made under any Xxxxxxx'x Compensation Law or under any
plan for employee's disability and death benefits, which may arise out of
or be caused by the erection, maintenance, presence, use of removal of
Licensee's communications facilities or by their proximity to the
facilities of the parties attached to Licensors poles or placed in
Licensors conduit system, or by any act or omission of Licensee's
employees, agents or contractors on or in the vicinity of Licensor's poles
or conduit system.
D. Licensees shall indemnify, protect and save harmless Licensor from any and
all claims, demands, causes of action, costs (including attorney fees) of
whatever kind which arise directly or indirectly from the construction and
operation of Licensee's communications facilities, including taxes, special
charges by others, claims and demands for damages or loss for infringement
of copyright, for libel and slander, for unauthorized use to television
broadcast programs and other program material, and from and against all
claims and demands for infringement of patents with respect to the
manufacture, use and operation of Licensee's communications facilities in
combination with Licensor's poles, conduit system or otherwise.
E. In the event Licensor is named as a party in any legal or quasi legal
proceeding wherein Licensee's occupation of property is disputed or
challenged, Licensee agrees to reimburse Licensor its full cost of
participation therein including attorney's fees.
F. In those circumstances where a property owner demands that Licensor
relocate facilities located on property and such demand for relocation is
precipitated, in whole or in part, by the activities of the Licensee on the
owner's property or by the attachment of Licensee's communication
facilities to the Licensor's poles or placement of Licensee's communication
facilities in Licensee's conduit (or trench system), and Licensor, in
------------------
response to such demand, relocates such facilities to avoid the owners
property, Licensee shall pay the Licensor's costs of such relocation.
-19-
ARTICLE XV
Insurance
A Licensee shall carry insurance (including contractual liability coverage)
issued by an insurance carrier satisfactory to Licensor to protect the
parties hereto from and against any and all claims, demands, causes of
actions, judgments, cost (including attorneys fees), expenses and
liabilities of every kind and nature which may arise or covered in Article
XIV preceding.
B. The amounts of such insurance:
1 against liability due to damage to property shall be not less
than *** as to any one occurrence and *** aggregate, and
2. against liability due to injury to or death of persons shall not
be not less than *** as to any one person and ***, aggregate.
C. Licensee shall also carry such insurance as will protect it from all claims
under any Xxxxxxx'x Compensation Law in effect that may be applicable to
it.
D. Licensee shall submit to Licensor certificates by each company insuring
Licensee to the effect that it has insured Licensee for all Liabilities of
Licensee covered by the Agreement and that it will not cancel or change any
such policy of insurance Licensee except after 60 days' written notice to
Licensor.
E. All insurance must be effective before Licensor will authorize Licensee to
attach its communications facilities in Licensor's conduit system and shall
remain in force until such communications facilities have been removed from
all such poles and/or conduit systems.
ARTICLE XVI
Authorization not Exclusive
_______________________
*** Confidential Information has been omitted and filed separately with the
Securities and Exchange Commission.
-20-
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 or conduit system covered
by this Agreement.
ARTICLE XVII
Assignment of Rights
A. Licensee shall not assign or transfer this Agreement or any authorization
granted hereunder, and this Agreement shall not inure to the benefit of
Licensee's successors, without the prior written consent of Licensor.
B. In the event such consent or consents are granted by Licensor, then this
Agreement shall extend to and bind the successors and assigns of the
parties hereto.
ARTICLE VIII
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.
ARTICLE XIX
Termination of Agreement
A. Subject to provisions of Article XVII, hereof, should Licensee cease to
provide its communications services in the area(s) covered by this
Agreement, then all of Licensee's rights, privileges and authorizations
under this Agreement, including all
-21-
Permits issued hereunder, shall automatically terminate as of the date
following the final day that such communications services are provided.
B. If Licensee shall fail to comply with any of the terms or conditions of
this Agreement or default in any of its obligations under this Agreement
and shall fail within thirty (30) days after the date of written notice
from Licensor to correct such default or noncompliance, Licensor may at its
option, forthwith terminate this Agreement and all authorizations granted
hereunder, or the authorizations covering the poles or conduit system as to
which such default or noncompliance shall have occurred.
C. Licensor shall have the right to forthwith terminate this entire Agreement,
or any Permit issued hereunder, without prior notice to Licensee:
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 defaults under Article V of this Agreement; or
3. If Licensee attaches to any of Licensor's poles or occupies
Licensor's conduit system without having first been issued a
Permit therefore.
D. If the insurance carrier shall at any time notify Licensor that the policy
or policies of insurance, required under Article XV hereof, will be
canceled or changed so that the requirements of Article XV will no longer
be satisfied, then this Agreement terminates upon the effective date of
such cancellation or change.
E. 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 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 and conduit system.
F. If Licensee does not remove its communications facilities from Licensor's
poles and conduit system within the applicable time periods specified in
this Agreement,
-22-
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.
ARTICLE XX
Term of Agreement
A. Unless sooner terminated as herein provided, this Agreement shall continue
in effect for a term of *** from the date hereof, and thereafter until
either party hereto terminates this Agreement by giving the other party at
least six months prior written notice thereof. Such six month's of
termination may be given to take effect at the end of the original ***
period or thereafter.
B. Termination of this Agreement or any Permits issued hereunder shall not
affect Licensee's liabilities andobligations 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 in certified first class mail, return receipt requested or overnight
carrier, with all fees prepaid, to Licensee as follows:
Xxxxx X. Xxxxxxxx, President & CEO
21st Century Cable TV, Inc.
000 X. Xxxxxxxxx Xxxxx Xxxxx, #0000
Xxxxxxx, XX 00000
and to Licensor as follows:
Ameritech - Illinois
ATTN: Structure Leasing Coordinator
_____________________
*** Confidential Information has been omitted and filed separately with the
Securities and Exchange Commission.
-23-
00 Xxxx Xxxxxx
Xxx 00
Xxxxxxx, XX 00000
or to such address as the parties hereto may from time to time specify.
ARTICLE XXII
Supersedure of Previous Agreement(s)
This Agreement supersedes all previous agreements, whether written or oral,
between Licensee and Licensor for placement and maintenance of Licensee's
communications facilities on Licensor's poles and in Licensor's conduit system
within the geographical area covered by this Agreement; and there are no other
provisions, terms, conditions to this Agreement except as expressed herein. All
currently effective Permits heretofore granted to Licensee 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.
Witness (Attest) Illinois Xxxx Telephone Company a.k.a.
Ameritech - Illinois
_________________________ By: ___________________________
Secretary
Title: ________________________
21st Century Cable TV, Inc.
-------------------------------
Company Name
Witness (Attest) By: ___________________________
-24-
______________________ Title: ________________________
Secretary President & CEO
-25-
APPENDIX I
Schedule of Fees and Charges
This Appendix I, effective as of _____________, is an integral part of the
Structure License Agreement between AMERITECH (Licensor) and 21st Century Cable
TV, Inc. dated _____________ and contains the fees and charges governing the use
of Licensor's poles and conduit system by Licensee's communications facilities.
POLE ATTACHMENTS AND CONDUIT OCCUPANCY
A. ATTACHMENT AND OCCUPANCY FEES
1. General
a. Attachment and occupancy fees commence on the day the Permit is
issued. Such fees cease as of the final day of the semi-annual
billing period in which the removal of the communications
facilities is completed by the Licensee or by the Licensor.
b. Fees shall be payable semi-annually in advance on the first day
of January and July, without proration.
c. For the purpose of computing the total attachment and conduit
occupancy fees due hereunder, the total fee shall be based upon
the number of poles and duct feet of conduit for which Permits
have been issued before the first day of June and the first day
of December each year. The first advance payment of the semi-
annual fee for Permits issued under this Agreement shall include
a proration from the first day of the month following the date
the Permit was issued to the first regular semi-annual payment
date.
d. Attachment or occupancy fees for initial issuance of a Permit for
attachment or occupancy are due at the time of Permit issuance
for the semi-annual billing period in which the Permit is issued.
The attachment or occupancy fees for initial issuance of a Permit
made in December or June shall also include prepayment for the
subsequent semi-annual billing period.
-26-
APPENDIX I
SCHEDULE OF FEES AND CHARGES
2. Fees
Pole Attachments Yearly Annual Fee
---------------- -----------------
(a) Suspension strand, each, per pole = *** ***
(b) Drive hook, drops, power supplies or xxx xxxxxx,
per pole =
(See note below)
Note: Fee applies only where such hardware is the sole attachment to a pole
or bracket.
Facility Transfer Fee ***
---------------------
The Facility transfer fee shall be calculated annually
and shall be the product of ***% (the percentage of
poles Ameritech replaces annually is ***%)
of the total poles multiplied by $*** to which
Licensee is attached as of December 31 of the previous year.
Conduit Occupancy
-----------------
(a) Per foot of duct occupied by *** (within Chicago City Limits)
Licensee's communications *** (outside Chicago City Limits)
facilities
(b) For the purpose of computing the
total fee due hereunder, the length
of duct considered occupied shall
be measured from the center to
_____________________
*** Confidential Information has been omitted and filed separately with the
Securities and Exchange Commission.
-27-
center of manholes, or from the
center of a manhole to the end of
Licensor's duct occupied by
Licensee's communications
facilities.
-28-
APPENDIX I
SCHEDULE OF FEES AND CHARGES
B. Charges
1. Computation
All charges for field survey, make-ready work, inspections, removal of
Licensee's facilities from Licensor's poles and conduit system and
other work performed for Licensee shall be based upon the full cost
and expense to Licensor of such work or for having such work performed
by an authorized representative of the Licensor.
2. Pole Replacements
The charge for replacement of a pole required to accommodate
Licensee's attachment, in accordance with Article VIII, a, 3, shall be
based on Licensor's fully installed costs less salvage value, if any.
In such cases, Licensee shall have the option, where possible and
acceptable to any Joint User or owner to become the owner of the
replacement pole in accordance with Article VIII, a, 8.
C. Payment Date
Failure to pay all fees and charges within 30 days after presentment of the
xxxx therefore or on the specified payment date, whichever is later, shall
constitute a default of this Agreement and shall result in the imposition
of a late charge of 1 1/2% per month or part thereof, of the unpaid
balance.
Illinois Xxxx Telephone Company a.k.a.
Ameritech - Illinois
By: _____________________________
Title: __________________________
By: _____________________________
-29-
Title: __________________________
President & CEO
Appendix II
Multiple Pole Attachment Permit Applications
This Appendix, effective as of ___________ is an integral part of the Structure
License Agreement between AMERITECH Company (Licensor), and 21st Century Cable
TV, Inc. (Licensee), dated __________________ and contains the procedure for
processing multiple Pole Attachment Permit Applications governing the use of
Licensor's poles.
PROCEDURE FOR PROCESSING
MULTIPLE POLE ATTACHMENT PERMIT APPLICATIONS
The following procedure shall be adhered to in processing Applications to attach
to Licensor's poles by multiple Licensees.
A. Definitions
Simultaneous Permit Applications
--------------------------------
Properly completed Pole Permit Applications relative to the same pole which
are -received by the Licensor from multiple applicants on the same business
day.
Non-Simultaneous Permit Applications
------------------------------------
Properly completed Pole Permit Applications relative to the same pole which
are received by the Licensor from multiple applicants on different business
days.
Initial applicant
-----------------
The applicant filing the first properly completed Permit Applications
(nonsimultaneous) for attachment to a specific pole.
Additional applicant
--------------------
Each applicant filing a properly completed Permit Application (non-
simultaneous) for attachment to a specific pole for which a prior Permit
Application has been received by the Licensor.
-30-
Make-Ready Work
---------------
The work required (including field survey, rearrangement and/or transfer of
existing facilities on a pole, replacement of a pole or any other changes)
in connection with the accommodation of the Licensee's communications
facilities on Licensor's pole.
Option 1
--------
An arrangement whereby Licensor will process the Permit Application of
initial applicant as if there is no other Permit Application on file for
the same pole.
Option 2
--------
An arrangement whereby Licensor will process Permit Applications of initial
and additional applicant in accordance with the procedure applicable for
simultaneous multiple Permit Applications.
B. MULTIPLE PERMIT APPLICATIONS PROCESSING
---------------------------------------
Both simultaneous and non-simultaneous multiple Permit Applications for the same
pole will be processed by the Licensor in accordance with the procedures set
forth in the flow chart which comprises pages 4 to 6 inclusive, of this
Appendix.
C. OPTION ARRANGEMENTS
-------------------
1. Upon being offered Options 1 and 2, the initial applicant will be
advised that he may make an immediate selection of the option desired
or may delay selection until the required make-ready survey work has
been completed and the estimate or make-ready charges are quoted by
the Licensor. An initial applicant electing to delay its decision,
shall indicate the option desired within 15 days after the Licensor
has quoted the estimate of the make-ready charges that will apply,
otherwise, the Licensor will deem the initial applicant to have
selected Option 1.
2. The Permit Application processing procedure to be adhered to in
accordance with Option 2 will be subject to acceptance by all of the
multiple applicants involved. The additional applicant(s) will have
15 days from the date of notification by the Licensor that the initial
applicant has selected Option 2 to accept or reject the conditions
applicable under Option
-31-
2, otherwise, the Licensor will deem the additional applicant(s) to
have rejected such conditions.
3. All work in progress on the initial applicant's Permit Application
involving multiple pole attachments will be suspended by the Licensor
from the time that the initial applicant is offered Options 1 and 2
until the Licensor receives notification of the initial applicant
option selection in accordance with C.1. above.
D. MAKE-READY SURVEY REQUIREMENT
1. Where required make-ready survey is to be completed on two bases, the
multiple applicants shall be so advised before such survey is
Commenced.
2. The make-ready survey required to develop the estimated charges
applicable for Options 1 and 2 will include a determination of the
work requirements necessary to:
a. issue Permits simultaneously to the multiple applicants and,
b. issue a Permit to the initial applicant before commencing the
required make-ready work necessary to accommodate the additional
applicant(s).
3. Licensor will consider any Permit Application involving simultaneous
multiple attachments as canceled upon the failure of an applicant to notify
the Licensor in writing of his acceptance of the estimate of make-ready
charges and accompany such acceptance with the advance payment within 30
days of receipt of such estimate from the Licensor.
4. Licensor or Licensor's authorized representative will perform the
make-ready survey in all situations involving simultaneous Permit
Applications.
5. Where an initial applicant has been authorized by Licensor to perform
its own make-ready survey, and properly completed pole Applications
are received from an additional applicant(s), establishing a non-
simultaneous Permit Application situation, the conditions of Option 1
will automatically apply and
-32-
the option arrangements, detailed in Section C of this Appendix, will
not be applicable.
E. MAKE-READY WORK SCHEDULE
Any simultaneous multiple applicant who does not agree with the alternative
arrangement that provides for the Licensor to complete ALL make-ready work
before simultaneously granting Permits to all multiple applicants will be
deemed by the Licensor to have canceled his Application.
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 30 days written notice thereof of the Licensee(s) and to
substitute in place thereof such other provisions as the Licensor may deem
necessary as relative to multiple attachments to poles of the Licensor.
-33-
PROCEDURE FOR PROCESSING
MULTIPLE POLE ATTACHMENT PERMIT APPLICATIONS
WHERE NO MAKE-READY
SURVEY EXPENSE HAS
BEEN INCURRED BY
LICENSOR
Make-Ready Survey Make-Ready Survey Make-Ready Work Make-Ready Cost
Requirement Cost Allocation Schedule Cost Allocation
To be done on two Multiple applicants must
bases to determine develop mutually agreeable
accommodation
requirements for: Total cost to be 1. order of pole Total cost shared
A Simultaneous 1. attachment by shared equally availability and equally by multiple
Applications single licensee by multiple 2. overall completion applicants
2. attachment by applicants. schedule - If only one
multiple - where multiple applicants applicant agrees to
licensees within 15 days from estimated shared
(a) simultaneously receipt of estimate from portion of total
(b) non- Licensor, Licensor, will cost that applicant
simultaneously offer as an alternative, to will be quoted the
complete all make-ready cost applicable to
work involved before accommodate a single
simultaneously granting licensee. (see 1, under
permits to multiple Make-Ready Survey
applicants. Requirement)
-34-
B. Non-Simultaneous
Applications
Options Available Initial Applicant Initial Applicant
to Initial Applicant Licensor will treat as Is charged the cost
non-multiple applicant. attributable to the
Option 1 - any change of priority of pole work involved to
availability or overall accommodate
(Licensor will process completion schedule that is attachment by one
as if no multiple To be done on two bases desired after either has been licensee.
permit applications to determine initially agreed upon with the
exist) accommodation Licensor is subject to
requirements for: Licensor's ability to
1. attachment by single accommodate in its
licensee established work schedule.
2. attachment by Total cost to be
multiple licensees shared equally by Additional Applicant Additional Applicant
(a) simultaneously multiple applicants Required make-ready work will Is charged the cost
(b) non-simultaneously not be performed until permits attributable to the
have been granted to initial work involved to
applicant unless the accommodate
performance of such work will attachment by an
not delay the completion of the additional licensee
make-ready work required to on a pole attached
accommodate the initial by initial licensee.
applicant.
PROCEDURE FOR PROCESSING
MULTIPLE POLE ATTACHMENT PERMIT APPLICATIONS
WHERE PARTIAL MAKE-READY
SURVEY EXPENSE HAS
BEEN INCURRED BY
LICENSOR
Make-Ready Survey Make-Ready Survey Make-Ready Work Make-Ready Cost
Requirement Cost Allocation Schedule Cost Allocation
-35-
Options Available to
Initial Applicant Balance of required survey to be Initial Applicant
Option 1 completed on two
bases to determine Will be charged the cost
accommodate requirements incurred for that portion
(Licensor will process for: of the survey which has
as if no multiple already been completed. SAME AS 1 B. SAME AS 1 B.
permit applications 1. attachment by single Additional Applicant
exist) licensee
2. attachment by multiple Will be charged the cost
licensees incurred to resurvey the
(a) simultaneously completed portion of the
(b) non-simultaneously survey to determine the
requirements to
Portion of survey already accommodate attachment by
completed for initial multiple licensees.
application will be
resurveyed to determine the Total cost of the balance
requirements to of the required survey
accommodate an additional will be shared equally by
licensee. the multiple applicants.
PROCEDURE FOR PROCESSING
MULTIPLE POLE ATTACHMENT PERMIT APPLICATIONS
WHERE PARTIAL MAKE-READY
SURVEY EXPENSE HAS
BEEN INCURRED BY
LICENSOR
Make-Ready Survey Make-Ready Survey Make-Ready Work Make-Ready Cost
Requirement Cost Allocation Schedule Cost Allocation
Option 2
(Licensor will process
as simultaneous
permit applications) SAME AS 1 A. SAME AS 1 A.
-36-
PROCEDURE FOR PROCESSING
MULTIPLE POLE ATTACHMENT PERMIT APPLICATIONS
WHERE MAKE-READY
SURVEY IS COMPLETE
BUT MAKE-READY WORK
Make-Ready Survey Make-Ready Survey Make-Ready Work Make-Ready Cost
Requirement Cost Allocation Schedule Cost Allocation
Options Available to
Initial Applicant
Will be charged the cost
Option 1 Resurvey required to of the survey which has SAME AS 1. B. SAME AS 1. B.
determine accommodate already been completed.
(Licensor will process requirements for
as if attachment by Additional Applicant
no multiple multiple licensees.
permit
applications 1. simultaneously Will be charged the cost
exist) to resurvey to determine
2. non-simultaneously the requirements for
accommodations multiple
licensees.
Option 2
(Licensor will process SAME AS 1. A. SAME AS 1. A.
as simultaneous permit
applications)
-37-
ADMINISTRATIVE FORMS AND NOTICES
This Appendix, effective as of ______________, is an integral part of the
Structure License Agreement between AMERITECH Company (Licensor) and 21st
Century Cable TV, Inc. (Licensee), dated ______________ and contains the
administrative forms governing the use of Licensor's poles and conduit system by
Licensee's communications facilities.
INDEX OF ADMINISTRATIVE FORMS
Authorization for Field Survey/Make-Ready Work A-1
Application and Duct Occupancy Permit C-1
Application for Conduit Route Planning Services C-1A
Cost Request/Duct Permit Application Data Sheet C-2
Notification of Surrender or Modification of Duct Occupancy
Permit by Licensee C-3
Application and Pole Attachment Permit P-1
Pole Data Sheet P-2
Notification of Surrender or Modification of Pole Attachment
Permit by Licensee X-0
-00-
Xxxxxxxx XXX
Form A-1
AUTHORIZATION FOR FIELD SURVEY/MAKE READY WORK
(LICENSEE)
The necessary work associated with your Application and Conduit
-----------------------
Occupancy Permit. Application and Pole Attachment Permit or Application for
---------------- -------------------------------------- ---------------
Conduit Alternate Route Selection Services. number ____________ in the
------------------------------------------
municipality of for the placement of communication facilities in Ameritech owned
conduit or on Ameritech owned poles has been completed. The results of the
record check as well as any necessary Field Survey and Make Ready work and
associated estimated charges are indicated on the attached Cost Request/Conduit
--------------------
Permit Application Data Sheet or Cost Request/Pole Permit Application Data Sheet
----------------------------- -----------------------------------------------
and map(s).
Following is a summary of the estimated charges which will apply.
---------
Field Survey Make Ready
Hours Cost Hours Cost
----------- ---- --------- ----
Engineering
Construction
Material
Contractor
Total
All charges for Field Survey and/or Make Ready work associated with your
application shall be based on the actual full cost and expense. including
overhead. to the Licensor for performing such work. If the actual Charges
exceed the amount of your deposit, a xxxx for the difference will be issued,
unless prior alternate billing methods have been negotiated.
Licensor must Inform Licensee of the desired method to proceed below within 30
days of this notification
AMERITECH - IL IN MI OH WI (circle one)
By: ___________________________ ______________________________
(Signed) (Telephone number)
(Title) (Date)
-39-
Based on information provided to me on these forms. please proceed as
indicated:
Licensee requests the Licensor to complete the indicated Field Survey work
required.
Licensee requests the Licensor to complete the indicated Make Ready work
required.
Licensee requests the Licensor to complete both the indicated Field Survey
and Make Ready work concurrently.
Licensee requests the Licensor to perform additional Route Record Checks as
indicated an the attached revised stick maps or drawings and Cost
----
Request/Conduit Permit Application Data Sheet (form C2). Included is an
-------------------------------------------------------
additional deposit of *** per *** feet increment unless other prior alternate
negotiated billing methods have been arranged. Also included are any other
application or processing fees as outlined in Appendix I of the General
Agreement
Licensee requests the Licensor to perform Planning Record Check Services as
indicated on the attached revised stick maps or drawings and Cost
----
Request/Conduit Permit Application Data Sheet (form C2). Included is an
-------------------------------------------------------
additional deposit of *** per *** feet increment or fraction thereof unless
other prior alternate negotiated billing methods have been arranged. Also
included are any other application or processing fees as outlined in Appendix I
of the General Agreement.
Licensee requests no additional work be done at this time and understands
that the information and estimated charges provided remains in effect for only
30 days.
The required Field Survey and/or Make Ready work to be incurred by the Licensor
associated with my Application And Conduit Occupancy Permit or Application And
---------------------------------------- ---------------
Pole Attachment Permit, number ___________ is authorized for the charges as
----------------------
summarized above. If the actual charges exceed the estimated amount. payment to
the Licensor will be made in accordance with the terms described above.
LICENSEE.
By: __________________________ _______________________
(Signed) (Telephone number)
______________________________ _______________________
(Title) (Date)
Top portion to be completed by Licensor. Bottom portion to be completed by
Licensee.
*** Confidential Information has been omitted and filed separately with the
Securities and Exchange Commission.
-40-
APPENDIX III
Form C-1
Application and Conduit Occupancy Permit
To Ameritech - IL IN Ml OH WI (Circle one) Customer application
(Street address)
(City, State & Zip)
In accordance with the terms and conditions of the Structure License Agreement
between us dated ___________19__, application is hereby made for a Permit to
occupy feet of conduit for communications facilities as indicated on the
attached stick map and conduit data sheet in the municipality of __________
Licensee has indicated on the attached data sheet the number and type of
communication cables, outside diameters and any locations where it wishes to
enter and exit manholes and/or place splices or fiber maintenance loops in
Licensor's manholes.
Enclosed is a deposit of *** per *** increment or fraction thereof in the total
sum of $_________for Ameritech to provide a stick map and data sheet detailing
the locations of manholes, center to center measurements and conduit
availability associated with this application based on a record check (no field
visit), unless Alternate Route Selection Services apply or other alternative
billing methods have been negotiated, plus any other application or processing
fees as outlined in Appendix of the Structure License Agreement. Licensee also
understands that there is a *** Structure License Agreement processing fee if an
initial issuance or a modification of a Structure License Agreement is required
prior to the execution of this conduit occupancy Permit by the Licensor.
By:
(Name of Licensee) (Signed)
(Billing address) (Printed)
(City, State & Zip code) (Title)
(Telephone Number) (Date)
__________________
*** Confidential Information has been omitted and filed separately with the
Securities and Exchange Commission.
-41-
Make Ready work has been completed. Conduit occupancy Permit Number is hereby
granted to place communication facilities described in this application.
Ameritech - IL IN Ml OH WI Inventory of conduit occupied per this Permit
(Circle one) by Licensee:
By:. Conduit occupied this Permit
(Signed)
(Title) Previous count per last executed Permit
Number
(Telephone number) Total conduit footage occupied
(Date)
Top portion to be filled in by Licensee. Bottom to be ruled in by Licensor.
-42-
APPENDIX III
Form C-lA
APPLICATION FOR CONDUIT ALTERNATE ROUTE SELECTION SERVICES
To Ameritech - IL IN Ml OH WI (circle one) Customer Application #____________
(Street Address)
(City, State & Zip)
Application is hereby made for Conduit Alternate Route Selection Services of
approximately _______________ feet of conduit for communications facilities as
indicated on the attached map and data sheet specifying the desired start and
termination points. The Licensee has indicated on the attached map and data
sheet the number and type of communication cables, outside diameters and any
locations where it desires to enter or exit the conduit system.
Enclosed is a deposit of *** per *** feet increment of conduit or fraction
thereof in the sum of $ for the Licensor to provide Conduit Alternate Route
-
Selection Services to check the Licensor's records (No field survey) to
identify a primary route and up to two alternative routes (if available). The
Licensor will provide a stick map and data sheet by municipality indicating
manhole locations, center to center measurements, duct availability, manhole
entrance or exit availability and manhole congestion associated with this
application. Where conduit is not available, the Licensee may suggest buried or
aerial facility alternatives. The Licensee will not be under any obligation to
construct conduit facilities if none are available.
By:
(Name of Licensee) (Signed)
(Billing Address) (Printed)
(City, State & Zip Code) (Title)
(Telephone Number) (Date)
______________
*** Confidential Information has been omitted and filed separately with the
Securities and Exchange Commission.
-43-
Attached are stick maps by municipality or governing entity prepared by the
Licensor suggesting a conduit route based on the information originally provided
by the Licensee. Also attached are Cost Request/Conduit Permit Application Data
Sheets (Form C2) indicating availability within the route and cost estimates for
the necessary Field Survey and Make Ready work required based on the Licenser's
record check. Indicated below is how the Licensee desires the Licensor to
proceed:
( ) Licensee has attached an Application and Conduit Occupancy Permit by
municipality or governing entity for the route selected and the corresponding
stick map. Licensee has also attached an executed Authorization For Field
Survey/Make Ready Work form.
( ) Licensee requests the Licensor to perform additional Conduit Alternate Route
Selection Services as indicated on the attached new maps and Cost
Request/Conduit Permit Application data Sheets (Form C2). Enclosed is an
additional deposit of *** per *** feet increment or fraction thereof.
( ) Licensee requests no additional work be done at this time and understands
that the information and estimated charges provided remain in effect for only 30
days.
LICENSEE:
By: Date:
________________
*** Confidential Information has been omitted and filed separately with the
Securities and Exchange Commission.
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COST REQUEST/CONDUIT PERMIT APPLICATION DATA SHEET
[CHART]
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COST REQUEST/CONDUIT PERMIT APPLICATION DATA SHEET
[CHART]
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COST REQUEST/CONDUIT PERMIT APPLICATION DATA SHEET
[CHART]
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EXPLANATION OF COST REQUEST/CONDUIT PERMIT APPLICATION DATA
SHEET
(FORM C2)
(ONE DATA SHEET REQUIRED PER MUNICIPALITY)
IN ITEM ENTITLED... INFORMATION PROVIDED BY
Al CUSTOMER NAME AND ADDRESS Third Party
A2 CUSTOMER APPLICATION NUMBER Third Party or Ameritech
Structure Leasing Coordinator
(ASLC)
A3 MUNICIPALITY Third Party
A4 NUMBER OF CABLES AND TYPE Third Party
A5 OUTSIDE DIAMETER OF CABLE Third Party
A6 SHEET 1 OF Third Party or IIP
A7 INITIATIVE CODE Third Party or ASLC, if required
Bl REQUEST TRACKING NUMBER Third Party or lip
B2 A/W UNDERTAKING NUMBER IIP or Design Engineering
B3 PLANNING ENGINEER IIP
B4 TELEPHONE NUMBER IIP
B5 RESPONSIBILITY CODE IIP
B6 DESIGN ENGINEER IIP, if known, or Design
Engineering
B7 TELEPHONE NUMBER IIP, if known, or Design
Engineering
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B8. RESPONSIBILITY CODE IIP, if known, or Design
Engineering
B9 CONSTRUCTION XXXXXXX IIP or Design Engineering, if
known, or Construction
B10 TELEPHONE NUMBER IIP or Design Engineering, if
known, or Construction
B11 RESPONSIBILITY CODE IIP or Design Engineering, if
known, or Construction
B12 MARKETING REPRESENTATIVE IIP or Design Engineering, if
known, or ASLC
B13 TELEPHONE NUMBER IIP or Design Engineering, if
known, or ASLC
C1 FIELD SURVEY ENGINEERING IIP. Verification and update, if
HOURS necessary, by Design Engineering
C2 FIELD SURVEY ENGINEERING COST IIP. Verification and update, if
necessary by Design Engineering.
Rates provided by ASLC
C3 FIELD SURVEY CONSTRUCTION IIP. Verification and update, if
HOURS necessary, by Design Engineering
or Construction
C4 FIELD SURVEY CONSTRUCTION IIP. Verification and update, if
COST necessary by Design Engineering.
Rates provided by ASLC.
C5 TOTAL ESTIMATED FIELD SURVEY IIP by adding items C2 and
COST C4 and entering. Verification
and update, if necessary, by
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Design Engineering
C6 ESTIMATED START DATE IIP. Verification and update, if
necessary, by Design
Engineering or Construction
C7 ESTIMATED COMPLETION DATE IIP. Verification and update, if
necessary, by Design
Engineering or Construction
C8 MAKE - READY ENGINEERING IIP. Verification and update, if
HOURS necessary, by Design
Engineering
C9 MAKE - READY ENGINEERING IIP. Verification and update if
COST necessary, by Design
Engineering.Rates.provided by
ASLC.
C10 MAKE - READY CONSTRUCTION IIP. Verification and update, if
HOURS necessary, by Design Engineering
or Construction
C11 MAKE - READY CONSTRUCTION IIP. Verification and update, if
COST necessary, by Design
Engineering. Rates provided by
ASLC.
C12 MAKE - READY MATERIAL COST IIP. Verification and update, if
necessary, by Design Engineering
C13 CONTRACTOR COSTS IIP. Verification and update, if
necessary, by Design
Engineering or Construction
C14 TOTAL ESTIMATED MAKE - READY IIP by adding items C9, C11,
COST Cl 2 and C13 and entering.
Verification and update, if
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necessary, by Design
Engineering
C15 ESTIMATED START DATE IIP. Verification and update, if
necessary, by Design
Engineering or Construction
C16 ESTIMATED COMPLETION DATE IIP. Verification and update, if
necessary, by Design
Engineering or Construction
D 1 LICENSE NUMBER ASLC
D2 TOTAL DUCT FEET AVAILABLE IIP. Verification and update, if
TO LEASE THIS PERMIT necessary, by Design Engineering
NOTE: Subtract any unavailable section conduit footage from column D4 before
filling in item D2.
D3 SECTION BEGINNING IIP. Verification and update, if
MH/POLE/BLDG necessary, by Design
Engineering
D4 C.C. MEASUREMENT IIP. Verification and update, if
necessary, by Design
Engineering. This is the wall to
wall measurement on records
plus 1/2 beginning manhole
length on records and 1/2
ending manhole length on
records
D5 SECTION ENDING IIP. Verification and update, if
MH/POLE/BLDG # necessary, by Design
Engineering
D6 AVAILABLE DUCT IIP. Yes or NO answer.
Verification and update, if
necessary, by Design
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Engineering or Construction
D7 AVAILABLE INNERDUCT IIP. Yes or No answer. If No,
provide estimated material and
cost of placing maximum
interducts in D13 and D14.
Verification and update, if
necessary, by Design
Engineering or Construction
D8 FIELD SURVEY REQUIRED IIP. Yes or No answer.
Verification and update, if
necessary, by Design
Engineering
D9 KNOCKOUT IIP. Yes or No answer if
entrance or exit from MH is
requested by Third Party.
Verification and update, if
necessary, by Design
Engineering or Construction
D10 LATERAL DUCT IIP. Yes or No answer if
entrance or exit from MH is
requested by Third Party.
Verification and update, if
necessary, by Design
X00 XXXXXXXXX MH IIP. Yes or No answer if splices
or maintenance loops in MH
are requested by Third Party.
Verification and update, if
necessary, by Design
Engineering or Construction
X00 XXXXXXXXXXX SPACE IIP. Yes or No answer if
entrance or exit from MH is
requested by Third Party and
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no knockouts or laterals are
available. Verification
and update, if necessary, by
Design Engineering or
Construction
D13 FIELD SURVEY WORK REQUIRED, IIP or Design Engineering.
MAKE READY WORK REQUIRED, Provide detailed explanations
AND MATERIAL REQUIRED of any specific work or
materials required
found during Record Check or
Field Survey for each NO*
answer in D6-DI2. Also, provide
any additional information
needed at Field Survey or Make
Ready.
D14 ESTIMATED COST IIP. Estimated cost to provide
labor or material for item D13,
if required. Verification and
update, if necessary, by
Design Engineering
D15 CONSTRUCTION COMMENTS Construction. Provide
comments as the result of
Field Survey or Make
Ready work. Examples include:
Size of available
conduit/innerduct,
blockages, duct assignments,
location in MH for terminations
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Appendix III
Form C-3
NOTIFICATION OF SURRENDER OR MODIFICATION OF
CONDUIT OCCUPANCY PERMIT BY LICENSEE
To Ameritech - IL IN Ml OH WI (Circle one)
(Street Address)
(City, State & Zip Code)
In accordance with the terms and conditions of the Structure License Agreement
between us dated __________ 19_, notice is hereby given that the Permit
covering occupancy of the following conduit in the municipality or governing
entity of is surrendered or modified as indicated.
Permit Number Dated ____________,19___
Conduit Location Facilities Date Facilities Removed
---------------- ---------- -----------------------
By
(Name of Licensee) (Signed)
(Billing Address) (Printed)
(City, State & Zip Code) (Title)
(Telephone Number) (Date)
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To be completed by Licensor
Date Notice Received _ ____Total Duct Feet Discontinued
By ____________________ New Total Duct Feet Occupied
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