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EXHIBIT 10.20
Agreement No.: PDD-CATV-93
Effective Date: March 1, 1993
AGREEMENT FOR ATTACHMENTS
OF CABLES, AMPLIFIERS, AND ASSOCIATED EQUIPMENT
FOR THE PROVISION OF CABLE TELEVISION SERVICE
by and between
XXXXXXXXXX CABLEVISION & ENTERTAINMENT, INC.
and
ALABAMA POWER COMPANY
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INDEX
PARAGRAPH SUBJECT
1 Purpose of Agreement
2 Pre-Attachment Field Inspections by Licensee
3 Permission to Attach - Modifications not Required
4 Modifications to Accommodate Licensee's Facilities
5 Coordination with Joint Use Attachments
6 Coordination with Attachments of Other Cable Television
Companies
7 Licensee's Construction Requirements
8 Licensee's Responsibility - Knowledge and Understanding
of CODE and Licensor's Requirements
9 Inspections by Licensor
10 Licensor's Right to Exclude Specific Poles from
Attachment by Licensee
11 Poles Attached by More Than One Party
12 Pre-Construction Notifications Provided by Licensor
13 Transfers of Licensee's Attachments
14 Non-Reimbursed Reconstruction of Pole Lines
15 Indemnification of Licensor for Interruption of Service
16 Licensee's Right-of-Way Requirements
17 Annual Attachment Rental Rates
18 Periodic Field Counts of Poles Attached
19 Rental Payments
20 Damage to Licensor's Facilities Caused by Licensee
21 Responsibilities Associated with Licensee's Work on
Poles of the Licensor
22 Indemnification of Licensor
23 Licensee's Insurance Requirements
24 Abandonment of Poles by Licensor
25 Default of the Agreement
26 Failure to Pay Fees
27 Waiver of Terms
28 Rights of Other Parties
29 Assignment of the Agreement
30 Rights of the Licensee
31 Term of the Agreement
32 Licensee's Bond Requirements
33 Status of Previous Agreements
34 Unenforceable Provisions
35 Cumulative Remedies
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AGREEMENT FOR ATTACHMENTS
OF CABLES, AMPLIFIERS AND ASSOCIATED EQUIPMENT
FOR THE PROVISION OF CABLE TELEVISION SERVICE
THIS AGREEMENT, effective as of March 1, 1993 and made by and between
Alabama Power Company, an Alabama corporation (hereinafter called "Licensor"),
and Xxxxxxxxxx Cablevision & Entertainment, Inc. (hereinafter called
"Licensee").
W I T N E S S E T H
WHEREAS, Licensee proposes to furnish cable television service to
residents of a the State of Alabama within the service area of Licensor, and
desires to erect and maintain aerial cables, wires and associated appliances
throughout the area Licensee proposes to serve, and further desires to attach
certain of such cables, wires and appliances to poles of Licensor; and
WHEREAS, Licensor is willing to permit, to the extent that it may do so
lawfully and consistent with its mortgage or indenture, the attachment of said
cables, wires and appliances to its poles if, in its judgment, such use will not
interfere with its own service requirements, including considerations of economy
and safety, and if Licensor is protected and indemnified against all costs and
liabilities to it arising from such use.
NOW THEREFORE, in consideration of the mutual covenants, terms and
conditions herein contained, the parties hereto agree as follows:
1. Licensor hereby agrees to permit Licensee to attach cables, wires, and
associated appliances to poles of Licensor in accordance with the terms and
conditions hereof. Attachment to distribution poles of Licensor may be made in
accordance with the provisions of Paragraphs 2-6 below. Attachment to
transmission poles of Licensor is expressly prohibited except for those poles
for which Licensee has obtained prior written permission of Licensor to attach.
For purposes of this Agreement, a transmission pole is one on which an electric
power line having voltage higher than 35 kV is attached. If the electric line is
35kV or lower, it is a distribution line. All attachments made by Licensee shall
be made and maintained at Licensee's sole expense.
2. Before making attachment to any distribution pole or poles of Licensor,
Licensee shall make a complete and thorough field inspection of each pole to
which facilities of Licensee are to be attached and shall determine whether
modifications of Licensor's facilities (including without limitation
rearrangements of facilities on existing poles or replacement of existing poles
for additional height) are required to accommodate the attachment of facilities
by Licensee in compliance with the terms of the current revision of the National
Electrical Safety Code (CODE) and in compliance with the requirements contained
herein.
3. For distribution poles for which the said inspection has identified no
required modifications of Licensor's poles or facilities to enable Licensee's
attachments to be made in compliance with the terms of the CODE and the
requirements contained herein, Licensee may proceed with attaching its
facilities to such poles.
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4. In cases where Licensee desires to make attachments on specific
distribution poles of Licensor which have been determined by field inspection to
have insufficient space to support Licensee's attachments in compliance with the
CODE and the requirements contained herein, Licensee shall notify Licensor in
writing of the need for and nature of modifications necessary to accommodate the
attachments and Licensee shall not make attachment(s) until the necessary
modifications have been completed. Licensor will subsequently notify Licensee of
the estimated cost of such modifications, and, if Licensee still desires to make
the proposed attachments, it shall authorize Licensor to make the necessary
modifications, and it shall reimburse Licensor, on demand, for all cost incurred
by Licensor in making such modifications. Costs to be reimbursed by Licensee
shall include but not be limited to all those incurred by Licensor in connection
with transferring or rearranging facilities, replacing poles for additional
height, installing additional poles and additional guying to accommodate the
attachments of Licensee. Additionally, Licensee will, on demand, reimburse the
owner or owners of any other facilities attached to said poles for any expense
incurred by it or them in transferring or rearranging said facilities.
5. Licensor is a party to joint use agreements with various telephone
companies throughout its service area. Distribution poles used jointly by
Licensor and any telephone company under one of the joint use agreements are
referred to as joint use poles. On joint use poles, each joint use party is
allocated certain pole space. Generally, this allocated pole space is defined
for each party as follows:
a. Licensor is allocated exclusive use of eight and one-half (8-1/2) feet
of space, measured downward from the top of the pole.
b. The telephone company is allocated the exclusive use of two and
one-half (2-1/2) feet of space, measured upward from the lowest point of
attachment on the pole which is required to provide at all times CODE minimum
clearance above ground for the telephone company's cables and facilities.
Licensee's cable attachment shall be mounted a minimum of one (1) foot
above the uppermost telephone cable. At times there may not be sufficient usable
space on a joint use pole for Licensee to place its attachments outside the
space allocated exclusively for use by either Licensor or the telephone company.
In no event shall Licensee place its attachments within such space on the pole
without proper permission of the party which has been allocated the space. If
such permission is granted to Licensee by either joint use party (Licensor or
the telephone company), and at some later date the party to which the space is
allocated needs to utilize the space occupied by Licensee's attachment, Licensee
shall remove its attachment or pay Licensor to replace such pole with a taller
pole in order to provide space for Licensee.
6. At times, there may be locations where two or more cable television
companies are attached or desire to attach to the same poles of the Licensor.
Such poles may or may not be attached by a telephone company. When such cases
occur, communication and coordination among all parties (the Licensor, the
telephone company, and each cable television company) is essential for the
maintenance of sound engineering and construction standards and for the fair
allocation of costs. Generally, it is the intent of the
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Licensor that the first cable television company having facilities on poles of
the Licensor shall have those facilities located in the first position
immediately above the telephone company's attachment or its allocated space. A
cable television company placing an attachment on Licensor's poles which is
already attached by another cable television company shall place its attachment
in the next position directly above the first company's attachment. Attachments
by the second cable television company may require rearrangement of the existing
attachments of the other cable television company, the telephone company, or the
Licensor. In such cases, the party whose attachment creates the requirement for
rearrangement shall reimburse the other parties for their cost of such
rearrangement. In the event that pole replacement for additional height is
required under these conditions, the total cost for the pole replacement will be
billed by the Licensor to and paid by the party whose attachment created the
requirement for the replacement.
7. Drawings marked Exhibit A, sheets 1 through 8 inclusive, attached
hereto and made a part hereof, are descriptive of required construction under
typical conditions, and are to serve as construction guides for Licensee. Such
drawings may be superseded, amended, or added to from time to time as may be
required by Licensor. The provision of such drawings does not constitute any
undertaking by Licensor to direct, supervise, control, or inspect the
performance of any work by Licensee of anyone performing such work for Licensee.
Licensee expressly warrants that each and every pole attachment shall be
erected and maintained in a safe condition, in thorough repair, and in a manner
satisfactory to Licensor. Licensee further warrants that all facilities and
attachments of Licensee shall at all times be in strict compliance with all
requirements of the CODE, with the requirements of this agreement, and with all
applicable statutes, regulations, ordinances, rules or orders issued by any
authority having jurisdiction. Licensee expressly binds itself to indemnify and
hold harmless Licensor from and against any and all claims, demands, suits,
fines, judgments and actions of any kind or nature presented or brought for any
claim or liability arising from or based on the violation of the CODE or any
such statute, regulation, ordinance, rule or order or requirement of this
Agreement on the part of Licensee, its agents, servants, contractors or
subcontractors.
8. Licensee shall be responsible for knowing and understanding the
requirements of the CODE and the requirements of this Agreement and for
conducting the required field inspections of poles prior to making attachments
to identify where modifications are required. Failure to strictly comply with
the CODE and the requirements of this Agreement by Licensee shall constitute a
default of this Agreement and may result in cancellation of this Agreement.
9. Licensor shall have the right, but shall not be obligated, to inspect
each attachment made by Licensee on its poles subsequent to the date of this
Agreement and to make special inspections of any of Licensee's attachments for
the specific purpose of identifying violations of CODE minimum provisions and
Licensor's requirements by Licensee's facilities. If, in the opinion of the
Licensor, the Licensee is not committed to strict compliance with the CODE and
the Licensor's requirements, the Licensor may provide prior notice to the
Licensee of such special inspections, the Licensee may have its representative
accompany and participate in such special inspections, and the
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Licensee shall, on demand, reimburse Licensor for its expense of such special
inspections; provided, however, that Licensor shall not xxxx Licensee for that
portion of any inspection devoted specifically to Licensor's facilities during
any such inspection. Licensor's right to make inspections and any other
inspection made pursuant to such right shall not relieve Licensee of any
responsibility, obligation, or liability imposed by law or assumed under this
Agreement.
10. Licensor reserves the right to identify specific poles which are
required for its sole use and for which attachment by the Licensee is
prohibited.
11. Licensee shall comply with all rules and procedures which are
established by Licensor at any time during the term hereof which are applicable
to the pole attachments of Licensee, including without limitation rules and
procedures to implement and allocate modification billing and to provide for an
orderly process of pole attachment in the event that Licensee and one or more
other parties desire to attach the same poles.
12. Licensor will endeavor to provide to Licensee such prior notification
of planned new construction, re-construction or modification of pole lines as
may be reasonable under the circumstances. However, the continuing practice of
providing such notifications shall not constitute an obligation on the part of
Licensor to provide such notifications. If Licensee desires that such new
construction, re-construction, or modification include provisions for poles or
pole height in addition to that required by Licensor in order to accommodate
Licensee's attachments, Licensee shall be billed the estimated installed cost of
additional poles, pole height, or other facilities which are required to
accommodate Licensee's attachments. Such costs shall be determined solely by
Licensor.
13. Whenever Licensor has need to replace, for any reason, any of its
poles to which facilities of Licensee are attached, Licensor shall have the
right, but shall not in any way be obligated, to transfer the facilities of
Licensee from the replaced pole(s) to the replacement pole(s). It is intended
that transfers of Licensee's facilities by Licensor will be limited to cables
and service drops which are attached to poles by tangent or dead-end type
construction and for which the transfer can be accomplished without the
requirement to cut or splice the cables or service drops. Down guys may also be
transferred by Licensor, at its discretion.
Licensor shall not be required to provide advance notification to Licensee
for the transfer of Licensee's facilities by Licensor and such transfers may be
performed by Licensor at its sole discretion.
Licensee shall pay, on demand, to Licensor $20.00 for each pole on which
such transfer or transfers of facilities are made by Licensor during the initial
year this Agreement is in effect. After the initial year of this Agreement, this
fee may be reviewed annually and may be adjusted upward or downward to more
accurately reflect Licensor's actual cost of making such transfers of
facilities.
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Without limiting the foregoing provisions of this Paragraph 12, Licensee
shall, at any time, at its own expense, within thirty (30) days of the date of
written notice from Licensor, remove, relocate, replace or renew its facilities
placed on said poles, or transfer them to substituted poles or perform any work
in connection with said facilities that may be required by Licensor; provided,
however, that in the event Licensee fails to so remove, relocate, replace,
renew, or transfer its facilities within thirty (30) days of the date of such
written notice, Licensor may itself or by contract with others remove, relocate,
replace, renew, or transfer such facilities, and Licensee shall be liable for
Licensor's cost and expenses incurred in performing such work.
14. In the event a third party necessitates the reconstruction of an
existing pole or pole line where there is no reimbursement of cost from such
third party to Licensor, Licensor shall design the pole or pole line in the new
location to meet Licensor's needs, and any requirements of Licensee for
intermediate poles or for extra pole height shall be treated for billing
purposes as if the pole line construction were a new line.
15. Licensor reserves to itself, its successors and assigns, the right to
maintain its poles and to operate its facilities thereon in such manner as will
best enable it to fulfill its own service requirements. Licensor shall not be
liable to Licensee for any interruptions to service of Licensee or for
interference, however caused, with the operation of the cables, wires and
appliances of Licensee, arising in any manner out of the use of Licensor's poles
hereunder, including any effects undesirable to Licensee which the presence,
breakdown, operation, maintenance, alterations of, or additions to, the lines
and other facilities of Licensor or those jointly using Licensor's poles may
have upon the attachments or the transmission of Licensee, even if the cause of
such effects may be attributable in whole or in part to negligence (including,
without being limited to, Licensor's contributory, joint, concurring, active and
passive negligence) on the part of Licensor or its agents.
16. Licensee shall, before making attachment to Licensor's poles, secure
any required permission or consent from federal, state, county, or municipal
authorities, or from owners of property upon which the poles may be located to
erect and maintain Licensee's facilities thereon. Licensee shall not infer any
such authority to erect and maintain its facilities on poles of the Licensor
from its pole attachment agreement or from the easements secured from
authorities or property owners by the Licensor to erect and maintain its
facilities.
17. Licensee shall pay to Licensor, for attachments to poles under this
Agreement, annual pole attachment rental rates for each twelve month period from
July 1 through June 30 of each year (the "Annual Rental Year") during the term
hereof, as calculated in accordance with the formula and set forth in Exhibit B.
Such rates are the product of negotiations on the part of Licensor and the
Alabama Cable Television Association. In executing this Agreement, Licensor and
Licensee agree that both Licensor and Licensee shall be bound by these
negotiated rates through the term of this Agreement.
18. The number of attachments for which Licensee will pay rental to
Licensor will be determined by actual count. Licensor reserves the right to
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perform the field count with its employees or to contract the performance of the
field count to an outside party. Licensee will be notified and given the
opportunity to accompany Licensor or its contractor and to participate in the
field count. Licensee shall have the option of participating in the field count
by providing one half (1/2) of the personnel effort required to accomplish the
count or by paying one half (1/2) the total cost of performing the count, such
cost to be determined by the Licensor. If the Licensee elects not to have its
personnel participate in the actual field count, it shall so notify Licensor in
writing and it shall provide a written statement of its intent to accept the
field count results as found by the Licensor. Licensee shall provide such
written notification and statement prior to the scheduled beginning date of the
field count.
A field count will be performed each third year or, if the Licensee and
the Licensor mutually desire and agree, field counts may be performed at other
intervals. The year of the first field count to be performed under this
provision will be determined by Licensor but will occur during the first three
(3) years after the effective date of this Agreement. For Rental Years for which
no actual field count is performed, the number of attachments will be estimated
by Licensor, and such estimates will be based on previous counts or existing
records. Upon the performance of an actual field count of pole attachments
subsequent to Rental Years for which the number of attachments were estimated,
adjustments will be made, if appropriate, to the rental amounts for those Rental
Years for which the number of attachments were estimated. Such adjustments will
be calculated by assuming that any variation in the number of attachments
resulting from the field counts as compared to estimates occurred uniformly over
the period of time between actual field counts. No interest or penalties shall
apply to either party for under-payment or over-payment of rental which may
result from the estimation of number of attachments.
As an alternative to performance of the actual field count described
herein, the parties may, if mutually agreeable, determine the number of
attachments from existing maps and/or attachment records provided that such maps
or records exist and provided that each party agrees that results with
reasonable accuracy can be achieved. If this method is selected, any maps and/or
records belonging to one of the parties and utilized to count attachments shall
be made accessible to the other party and the number of attachments shall be
determined through a mutual and cooperative effort of both parties. The results
of attachment counts performed in this manner shall be treated, for rental
purposes, as if the results were achieved by an actual field count.
For the purpose of rental calculation, the effective date for new
attachments and removals of existing attachments shall be July 1 following the
actual date of installation or removal.
19. Invoices for the annual rental amount for the next Rental Year will be
provided to Licensee on or before June 30 of each year. The annual rental to be
billed on each such invoice shall be determined by multiplying the appropriate
annual rental rate for that Rental Year as described in paragraph 17 above by
the number of poles attached as determined by actual field count or by
estimation procedures described in paragraph 18 above. Payment of invoice
amounts shall be due upon receipt of the invoice and those not paid within
thirty (30) days after receipt shall be subject to interest at a rate equal to
the prime interest rate of AmSouth Bank N.A. on the last day of the month
immediately preceding the month in which the invoice becomes
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delinquent. If for any reason, attachments for which rental is paid in advance
hereunder cease to exist or cease to be the property of Licensee, no portion of
said rental shall be refundable.
20. In conducting its operations under this Agreement, Licensee shall
strive to avoid causing damage to facilities of Licensor or other parties
attached to poles of Licensor, and Licensee hereby assumes responsibility for
such damage caused by it. Licensee shall make an immediate report to the
Licensor or to the other party in the event that such damage occurs and the
Licensee hereby agrees to reimburse the Licensor or other party for the expense
of making repairs.
21. With respect to the attachment of its lines and facilities to
Licensor's poles or other work undertaken by Licensee pursuant to this
Agreement, Licensee shall be solely responsible for insuring that all work is
performed in accordance with the requirements of this Agreement, and Licensor
shall not exercise any control over the manner in which such work is performed.
Licensee shall not cause or permit any person, other than an experienced xxxxxxx
who knows and appreciates the character of electricity and the danger of working
in proximity to wires and other electric distribution facilities which are or
may be energized with electricity at the various voltages used in supplying
electricity for public use, to climb any pole or to work upon any of Licensee's
equipment attached to any pole belonging to Licensor; and, as to any such person
as may be authorized or permitted by Licensee to climb any such pole or do any
such work, it shall not be Licensor's responsibility to warn him of the danger
involved in working or being close to Licensor's wires and facilities, nor to
provide supervision over the work being done by such person at any time.
22. The use of Licensor's poles as provided for in this Agreement is not
for the benefit of Licensor, rather it is solely for the benefit of Licensee in
carrying on its business of supplying television antenna cable service; and it
is understood that the hazards of electricity transmitted at voltages necessary
for public use over Licensor's facilities may be increased by the existence of
Licensee's facilities which will be attached to Licensor's poles; and, this
Agreement is entered into with the explicit understanding that Licensee assumes
sole responsibility for all injuries and damages arising, or claimed to have
arisen, by, through or as a result of its facilities attached to Licensor's
poles, or attached to the poles belonging to others to which Licensor's
facilities are then attached, even though Licensor's electric facilities may
have caused or contributed to such injuries and damages.
Accordingly, without limiting the effect of the provision of the
immediately preceding paragraph, Licensee expressly agrees to indemnify, defend
and save harmless Licensor from all claims, demands, actions, judgments, loss,
costs, and expenses arising or claimed to have arisen by, through or as a result
of Licensee's facilities attached to Licensor's poles or attached to the poles
belonging to others to which Licensor's facilities are then attached, or as a
result of Licensee's acts or omissions or the acts or omissions of Licensee's
contractors and sub-contractors, if any, in respect to (a) damage to or loss of
property, (b) injuries or death to persons (including but not limited to injury
to or death of Licensor's or Licensee's employees or members of the public), (c)
any and all interference with the service rendered by Licensee over its
facilities including television and
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radio reception to customers or patrons of Licensee, (d) any interference with
the television or radio reception of any person which may be occasioned by the
installation or operation of Licensee's facilities, (e) the proximity of
Licensee's facilities to the wires and other facilities of Licensor, (f) any
claims upon Licensor for additional compensation for use of its distribution
rights-of-way for an additional use, and (g) any injuries sustained and/or
occupational diseases contacted by Licensee's employees and the employees of
Licensee's contractors or subcontractors, if any, of such nature and arising
under such circumstances as to create liability therefore by Licensee or
Licensor under the Workmen Compensation Act and all amendments thereto of the
state having jurisdiction thereof, including also all claims and causes of
actions of any character which any such employees, the employers of such
employees, and all persons or concerns claiming by, under or through them or
either of them may have or claim to have against Licensor resulting from or in
any manner growing out of any such injuries sustained or occupational diseases
contacted. So far as it is reasonably possible, Licensor will provide sufficient
notice to Licensee of any claim against Licensee to allow Licensee to perform an
investigation, to prepare its defense, and to seek a negotiated settlement.
23. Licensee shall carry insurance, to protect the parties hereto from and
against any and all claims, demands, suits and judgments, and liabilities of
every name and nature which may arise or result, directly or indirectly, from or
in connection with Licensee's performance pursuant to this Agreement. Licensor
shall be an "additional insured" on each insurance policy which provides such
coverage. The amounts of such insurance against liability due to damage to or
loss of property and to injury or death of persons as to any one occurrence
shall be at least one million dollars ($1,000,000.00). Each such policy shall
provide broad form contractual coverage. Licensee shall also carry such
insurance as will protect it from all claims under any Workmen's Compensation
Laws in effect that may be applicable to it, including employers liability
coverage in an amount of at least one million dollars ($1,000,000) combined
single limit. All insurance required shall be kept in force by Licensee for the
entire term of this Agreement and the company or companies issuing such
insurance shall be approved by Licensor. Licensee shall submit to Licensor
certificates by each company insuring Licensee and Licensor to the effect that
it has insured Licensee and Licensor for all liabilities of Licensee and
Licensor arising under this Agreement and that it will not cancel, change, nor
fail to renew any policy of insurance issued to Licensee except after thirty
(30) days' written notice to Licensor. It is understood that the provisions
requiring Licensee to carry insurance shall not be construed as in any manner
waiving or restricting the liability of Licensee as to any obligations imposed
under this Agreement.
24. If Licensor desires at any time to abandon any pole which is attached
by Licensee, it shall give Licensee notice in writing to that effect at least
sixty (60) days prior to the date on which it intends to abandon such pole. If
at the expiration of such period, Licensor shall have no attachments on such
pole but Licensee shall not have removed all of its attachments therefrom such
pole shall thereupon become the property of Licensee, and Licensee shall save
harmless Licensor from all obligation, liability, damage, costs, expenses or
charges incurred thereafter, because of, or arising out of, the presence or
condition of such pole or of any attachments thereon; and shall in addition pay
Licensor a sum equal to the then value in place, as determined by the Licensor,
of such abandoned pole or poles, or such other equitable sum as may be agreed
upon between the parties.
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25. If Licensee shall fail to comply with any of the provisions of this
agreement, or default in any of its obligations under this Agreement and shall
fail within thirty (30) days after written notice from Licensor to correct such
default or non-compliance, Licensor may, at its option, forthwith terminate this
Agreement covering the poles as to which such default or non-compliance shall
have occurred and remove such attachments of Licensee at Licensee's expense, and
no liability therefor shall be incurred by Licensor because of such action or,
alternatively, may at its option forbid new attachments to its poles by Licensee
until such time as any failure to comply is corrected.
26. Failure to pay fees, expenses or any other charges under this
Agreement within thirty (30) days after presentation or on the specified payment
date, whichever is later, shall constitute a default of this Agreement.
27. Failure to enforce or insist upon compliance with any of the terms or
conditions of this Agreement shall not constitute a general waiver or
relinquishment of any such terms or conditions, but the same shall be and remain
at all times in full force and effect.
28. Nothing herein contained shall be construed as affecting the rights or
privileges previously conferred by Licensor, by contract or otherwise, to
others, not parties to this Agreement, to use any poles covered by this
Agreement; and Licensor shall have the right to continue and extend such rights
and privileges. The attachment privileges herein granted shall at all times be
subject to such existing contracts and arrangements. The attachment privileges
herein granted shall be non-exclusive and Licensor shall have the right at its
sole discretion to grant attachment privileges of any sort to any person, firm
or corporation.
29. Licensee shall not assign, transfer or sublet any right or privilege,
including the license to attach to Licensor's poles, hereby granted without the
prior consent in writing of Licensor. Licensee agrees to pay an assignment fee
of two hundred and fifty dollars ($250) for each Consent to Assignment prepared
by Licensor, during the year in which this Agreement is executed. For subsequent
years, the assignment fee shall be reviewed and, at the discretion of Licensor,
revised to reflect Licensor's actual cost of preparing and executing each
Consent to Assignment. Licensor may, at its option require execution of a new
agreement in lieu of granting its consent for assigning, transferring or
subletting any right, license, or privilege under this Agreement. Subject to the
provisions of this paragraph, this Agreement shall extend to and bind the
successors and assigns of the parties hereto.
30. No use, however extended, of Licensor's poles under this Agreement
shall create or vest in Licensee any ownership or property rights in said poles
but Licensee's rights therein shall be and remain a mere license. Nothing herein
contained shall be construed to compel Licensor to maintain any of said poles
for a period longer than demanded by its own service requirements.
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31. This Agreement shall become effective upon the date stated above and
shall continue in effect for a period of three years unless termination is
mutually desirable and agreeable to both parties. Upon completion of the three
year initial term, either party may terminate the Agreement by giving 90 days
advance notice in writing of its intent to do so to the other party. So long as
neither party provides notice of termination to the other party, the Agreement
shall remain in full force and effect. Upon termination by either party, the
Licensee shall remove its cables, wires, and appliances from all poles of the
Licensor. If not so removed, the Licensor shall have the right to remove them at
the cost and expense of the Licensee and without any liability therefor.
However, if this Agreement is terminated pursuant to this paragraph or any other
paragraph in this Agreement, the obligations of the Licensee under this
Agreement shall remain in full force and effect until such time as Licensee's
cables, wires, and appliances are removed from Licensor's poles.
32. Licensee shall furnish a bond to guarantee the payment of any sums
which may become due to Licensor under any of the provisions of this Agreement
including pole rental, work performed for the benefit of Licensee, or the
removal of attachments upon termination of this Agreement by any of its
provisions in the amount as specified in the following schedule:
Number of Attachments Amounts of Coverage
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0 - 1000 $10,000
1001 - 1500 15,000
1501 - 2000 20,000
2001 - 2500 25,000
As the number of attachments exceed 2,500, the amount of coverage
shall be increased by $5,000 for each additional 500 attachments. The minimum
amount of coverage is $10,000 and the maximum is $100,000. For the purpose of
determining the amount of coverage required, the number of attachments shall be
the total number for which annual pole rental was billed at the beginning of the
current Annual Rental Year.
33. This Agreement supersedes all previous agreements, representations,
and understandings between Licensor and Licensee for placement and maintenance
of aerial cables, equipment and facilities of Licensee on poles of Licensor, and
may not be modified except by a writing executed by an authorized representative
of each party hereto. All attachments of Licensee currently installed on poles
of Licensor shall be subject to the terms and conditions of this Agreement.
34. Should any provision of this Agreement be held unenforceable by any
court of competent jurisdiction, either party may terminate this Agreement upon
thirty (30) days written notice to the other.
35. The remedies reserved to Licensor in this Agreement are cumulative and
shall be in addition to any other further remedies provided at law.
-10-
13
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed the day and year first above written.
WITNESS: /s/ XXXXXXXXXX CABLEVISION &
ENTERTAINMENT, INC.
Licensee
/s/ Xxxxx Xxxxxxx
-------------------------------
Title: Office Manager
By:/s/ R. Xxxx Xxxx
-------------------------------
Its: Plant Manaer
WITNESS: ALABAMA POWER COMPANY
/s/ Xxxxxx X. Xxxxxx
-------------------------------
Title: Staff Engineer
By:/s/ R. E. Xxxxxx
-------------------------------
Its: Manager - T & D Support
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EXHIBIT A SHEETS 1-8
[DIAGRAMS OF DISTRIBUTION STANDARDS; JOINT USE - CATV AND TELEPHONE APPEAR HERE]
15
EXHIBIT B
RATE FORMULA
Annual Pole = Net Investment X Carrying X Space Occupied by CATV
----------------------
Rental Rate per Pole Charge Usable Space
Where,
*
Net Investment = Acct 364 X .85
Per Pole + Total
Lightning Arr. X Net Dist. Inv. / Number
in Acct 368 ---------------- of Poles
+ Gross Dist. Inv. in Service
1/2 Pole Grounds
in Acct 365
**
Carrying = Cost of + Taxes + Maintenance + Depreciation + Administrative
Charge Capital Expense Expense Expense
and, ***
Cost of Capital = Authorized ROR on Net Investment
Taxes = Acct 408.1 + Acct 409.1 + Acct 410.1 + Acct 411.1 + Acct 411.4
---------------------------------------------------------------
Acct 101 - Acct 108
Maintenance = Acct 593
------------------------------------------------------------
Expense Acct 364 + Acct 365 + Acct 369 (Net Dist Inv/Gross Dist Inv)
Depreciation = Depreciation Rate Acct 364 (Gross Dist Inv/Net Dist Inv)
Expense
Administrative = Acct 920 Through Acct 935 / (Acct 101 - Acct 108) Expense
Space Occupied by CATV = 1.0 Feet
Usable Space = 13.5 Feet
NOTES: Cost data used in above formula will be current data for previous
calendar year.
* 15% Reduction for Non-Cable Related Appurtenances.
** Expressed as a percentage of Net Plant Investment.
*** Includes Accumulated Deferred Tax Reserve at zero cost.
