1
EXHIBIT 10.19
August 6, 1970
LICENSE AGREEMENT
FOR
POLE ATTACHMENTS
THIS AGREEMENT made this 19th day of June , 1990, between SOUTH
CENTRAL XXXX TELEPHONE COMPANY, a corporation organized and existing under the
laws of the State of Georgia having its principal office in the City of
Birmingham, Alabama, hereinafter called Licensor, and Montgomery CableVision &
Entertainment, Inc., hereinafter called Licensee.
WITNESSETH:
WHEREAS, Licensee now proposes to furnish certain communications
services in Montgomery, Alabama.
WHEREAS, Licensee will need to place and maintain aerial cables,
equipment and facilities within the area described above and desires to place
such cables, equipment and facilities on poles of Licensor; and
WHEREAS, Licensor is willing to permit, to the extent it may lawfully
do so, the placement of said cables, equipment and facilities on Licensor's
poles where reasonably available and where such use will not interfere with
Licensor's service requirements, or the use of Licensor's 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:
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ARTICLE I
DEFINITIONS
As used in this Agreement:
Licensor's "poles" mean poles owned by Licensor.
"Anchor" means an anchor owned by Licensor which is a device to
reinforce the pole to which it is attached by a guy wire.
The term "joint-use arrangement" shall be construed to mean an
arrangement whereby each party to an agreement owns poles and have agreed that
the other party has the right to attached to and occupy space upon the poles
owned by it.
ARTICLE II
SCOPE OF AGREEMENT
(a) Subject to the provisions of this Agreement, the Licensor will
issue to Licensee, for any lawful communications purpose, revocable,
nonexclusive license authorizing the attachment of Licensee's cables, equipment
and facilities to Licensor's poles and anchors within the areas shown on
Exhibit A attached hereto or described above.
(b) No use, however extended, of Licensor's poles and anchors or
payment of any fees or charges required under this Agreement shall create or
vest in Licensee any ownership or property rights in said poles and anchors,
but Licensee's right therein shall be and remain a mere license. Nothing
herein contained shall be construed to compel Licensor to construct, retain,
extend, place or maintain any facilities not needed for its own service
requirements.
(c) It is recognized by the Licensee that the Licensor has
heretofore entered into, or may in the future enter into agreements and
arrangements with others not parties to this Agreement regarding the poles and
anchors covered by this Agreement. Nothing herein contained shall be construed
as
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a limitation, restriction or prohibition against Licensor with respect to such
other agreements and arrangements.
(d) The rights of the Licensee shall at all times be subject to
any present or future joint-use arrangement between Licensor and any other
party regarding use of the facilities covered herein.
ARTICLE III
FEES AND CHARGES
(a) The Licensee shall pay to Licensor the fees and charges as
specified in and in accordance with the terms and conditions of APPENDIX 1-P,
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 or other satisfactory evidence of
security in such amount as Licensor from time to time may require, in an
initial amount of $5,000.00 but not exceeding $25,000.00, to guarantee the
payment of any sums which may become due to Licensor for fees due hereunder or
charges fro work performed for the benefit of Licensee under this Agreement,
including the removal of Licensee's facilities upon termination of this
Agreement by any of its provisions or upon termination of any license issued
hereunder. This bond requirement may be waived in writing by Licensor.
(d) At the expiration of one (1) year(s) from the date of this
Agreement, and at the end of every one (1) year period thereafter, the fees and
charges specified in APPENDIX 1-P may be adjusted at the request of Licensor or
Licensee after notice made in writing to the other party not later than sixty
(60) days before the end of the initial one (1) year period or the end of any
subsequent one (1) year period thereafter. If agreement is not reached as to
fees and charges within sixty (60) days after notification of the desire
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of either party to adjust fees and charges, either party may thereafter
terminate this Agreement, which termination shall be effective upon six (6)
month's written notice to the other party.
(e) Changes or amendments to APPENDIX 1-P shall be effected by the
separate execution of APPENDIX 1-P as so modified. The separately executed
APPENDIX 1-P shall become a part of and be governed by the terms and conditions
of this Agreement.
ARTICLE IV
SPECIFICATIONS
(a) Licensee's cables, equipment and facilities shall be placed
and maintained at Licensee's expense in accordance wit the requirements and
specifications of APPENDIX 2-P attached hereto and made a part hereof. Unless
different standards are specified herein, the provisions of the National
Electrical Safety Code (6th edition), and any amendments thereto or
replacements thereof, shall be applicable.
(b) Changes or amendments to APPENDIX 2-P shall be effected by the
separate execution of APPENDIX 2-P as so modified. The separately executed
APPENDIX 2-P shall become a part of and be governed by the terms and conditions
of this Agreement.
(c) Failure to comply with this Article or Appendix 2-P to this
Agreement shall constitute a default of this Agreement.
ARTICLE V
LEGAL AUTHORITY
(a) Licensee shall submit to Licensor satisfactory evidence of
Licensee's lawful authority to place, maintain and operate its facilities
within public streets, highways, and other thoroughfares and shall secure any
necessary
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permits and consents from Federal, State, County and Municipal authorities and
from the owners of property to construct, maintain and operate facilities at
the locations of poles and anchors of Licensor which it uses. Licensee shall
indemnify and reimburse Licensor for all loss and expense which results from
claims of governmental bodies, owners of property or others that Licensee has
not a sufficient right or authority for placing and maintaining Licensee's
facilities on Licensor's poles.
(b) The parties hereto shall at all times observe and comply with,
and the provisions of this Agreement are subject to, all laws, ordinances and
regulations which in any manner affect the rights and obligations of the
parties hereto under this Agreement, so long as such laws, ordinances or
regulations remain in effect.
ARTICLE VI
ISSUANCE OF LICENSES
(a) Before Licensee shall have a right to attach to any pole or
anchor of Licensor, Licensee shall make application for and receive a
revocable, nonexclusive license therefor in the form of Exhibit 3, hereto
attached and made a part hereof.
(b) Any license granted hereunder for attachment to Licensor's
poles or anchors shall terminate without further notice to Licensee as to
individual poles or anchors covered by the license to which Licensee has not
attached within 60 days from the date that Licensor has notified Licensee that
such poles or anchors are available for attachment of the operating facilities
of Licensee.
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ARTICLE VII
POLE REPLACEMENTS AND REARRANGEMENTS
(a) Licensor reserves the right to refuse to grant a license for
the attachment to its poles or anchors when Licensor determines, in its
judgment, that the communication space on such pole is required for its
exclusive use or that the pole or anchor may not reasonably be rearranged or
replaced.
(b) In the event Licensor, in its judgment, determines that any
pole or anchor of Licensor to which Licensee desires to make attachments is
inadequate or otherwise needs rearrangement of the existing facilities thereon
to support or accommodate the additional facilities of Licensee in accordance
with the specifications set forth in APPENDIX 2-P, Licensor will indicate on
the application (Exhibit B) the changes necessary to provide adequate pole or
anchor space and the estimated cost thereof to Licensee and return it to
Licensee. If Licensee desires that such changes be made and returns the
application marked to so indicate, Licensor will make such changes, including
the replacement of inadequate poles or anchors, and Licensee shall pay Licensor
in accordance with the terms of APPENDIX 1-P. Licensee shall also reimburse
the owner or owners of other facilities attached to said poles or anchors for
any expense incurred by it or them in transferring or rearranging said
facilities to accommodate Licensee's attachments. Licensee shall not be
entitled to reimbursement of any amounts paid to Licensor for pole or anchor
replacements or for the rearrangement of facilities on Licensor's poles or
anchors by reason of the use of any of the pole or anchor space so acquired by
Licensor or other authorized user.
(c) Should Licensor, another utility, governmental body or other
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entity, with whom it then has a joint-use agreement, need for its own service
requirements the space occupied by Licensee's attachments on any of Licensor's
poles or anchors, Licensee will be notified that it shall either surrender its
license for that pole or anchor, and, at its own expense, vacate the space by
removing its attachments, or it shall authorize Licensor to replace the poles
or anchors at the expense of Licensee, in the same manner as stated in the
preceding Paragraph (b) covering the replacement or rearrangement of poles or
anchors when required to accommodate Licensee's attachments or, if Licensor
advises Licensee that Licensee's desired attachments can be accommodated on
present poles or anchors of Licensor by rearranging Licensor's facilities
thereon, Licensee shall authorize Licensor to make such rearrangements.
Licensee shall also reimburse the owner or owners of other facilities attached
to said poles or anchors for any expense incurred by it or them in transferring
or rearranging said facilities to accommodate Licensee's attachments. Any
strengthening or stepping of poles will be provided at the expense of Licensee
in accordance with the specifications in APPENDIX 2-P.
(d) When multiple applications, including application of Licensee,
are received by the Licensor with respect to any pole or anchor which must be
replaced or rearranged to provide additional space, prior to commencement of
the work on that pole or anchor, Licensor will endeavor to prorate to the
extent that it is practical between Licensee and the other applicants for pole
or anchor space, the common expenses of engineering, rearrangement and
replacement, if any, which result form he processing of multiple applications.
Licensee shall be bound by Licensor's determination as to any such proration of
costs to Licensee.
(e) Whenever it is necessary for Licensor to make pole or anchor
replacements or rearrangements in order to accommodate Licensee's cable, equip-
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ment and facilities, Licensor will endeavor to perform or have performed such
work after issuance of the license to, and acceptance of responsibility for
costs by, Licensee in the form of Exhibit B, as soon as is practicable upon
consideration of Licensor's service requirements.
ARTICLE VIII
CONSTRUCTION AND MAINTENANCE OF FACILITIES
(a) Licensee shall, at its own expense, make and maintain its pole
and anchor attachments in a safe condition and in thorough repair, and in a
manner acceptable to Licensor, and so as not to conflict with the use of said
poles and anchors by Licensor or by other authorized users of said poles and
anchors, or interfere with other facilities thereon or which may from time to
time be placed thereon. Licensee shall, at its own expense, upon five (5)
days' notice from Licensor, relocate or replace its facilities placed on said
poles or anchors, or transfer them to substituted poles or anchors, or perform
any other work in connection with said facilities that may be required by
Licensor provided, however, that in cases of emergency, Licensor may arrange to
relocate or replace the attachments placed on said poles or anchors by
Licensee, transfers them to substituted poles or anchors or perform any other
work in connection with said facilities that may be required by Licensor;
provided, however, that in cases of emergency, Licensor may arrange to relocate
or replace the attachments placed on said poles or anchors by Licensee,
transfer them to substituted poles or anchors or perform any work in connection
with said facilities that may be required in the maintenance, replacement,
removal or relocation of said poles or anchors or of the facilities thereon or
which may be placed thereon, or for the service needs of Licensor and Licensee
shall reimburse Licensor for the expense thereby incurred.
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ARTICLE IX
TERMINATION OF LICENSES
(a) Upon notice from Licensor to Licensee that the use of any pole
or anchor is not authorized by Federal, State, County or Municipal authorities
or private property owners, the license covering the use of such pole or anchor
shall immediately terminate and shall be surrendered and Licensee shall remove
its cables, equipment and facilities at once from the affected pole or poles,
anchor or anchors at Licensee's expense.
(b) Licensee may at any time remove its facilities from any pole
or anchor or Licensor, but shall immediately give Licensor written notice of
such removal and surrender of license in the form of Exhibit C, hereto attached
and made a part hereof. If Licensee surrenders its license pursuant to the
provisions of this Article, but fails to remove its facilities from Licensor's
poles or anchors within 30 days thereafter, Licensor shall have the right to
remove Licensee's facilities at Licensee's expense and without any liability on
the part of Licensor for damage or injury to Licensee's facilities. In the
event that Licensee's cables, equipment and facilities shall be removed form
any pole or anchor as provided by this Article, no attachment shall again be
made to such pole or anchor unless Licensee shall have first complied with all
of the provisions of this Agreement as though no such attachment had previously
been made.
ARTICLE X
INSPECTIONS OF LICENSEE'S INSTALLATIONS
(a) Licensor reserves the right to make periodic inspections of
any part of the cable, equipment and facilities of Licensee on its poles or
anchors and in the vicinity of Licensor's poles, anchors, cable equipment and
facilities; and Licensee shall reimburse Licensor for the expense of
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such inspections. Inspections will not be made more often than once a year and
upon notice to Licensee unless, in Licensor's judgment, such inspections are
required for reasons involving safety or are required because of a violation of
the terms of this Agreement by Licensee. The charge for the inspection shall
be in accordance with the terms and conditions of APPENDIX 1-P. The making of
such inspections or the failure to do so shall not operate to relieve Licensee
of any responsibility, obligation or liability assumed under this Agreement.
(b) If any cable, equipment or facilities of Licensee shall be
found on a pole or anchor for which no license is outstanding, Licensor,
without prejudice to its other rights or remedies under this Agreement or
otherwise, may (1) impose a charge, and (2) require Licensee to remove such
cable, equipment or facilities forthwith or Licensor may remove them without
liability and the expense of removal shall be borne by Licensee. For the
purpose of determining the charge, absent satisfactory evidence to the
contrary, the unlicensed use shall be treated as having existed for a period of
two (2) years prior to its discovery or for the period beginning with the date
of this Agreement, whichever period shall be shorter; and the fee, at the
appropriate rate as shown in APPENDIX 1-P, for each year and for any portion of
a year contained in such period, shall be due and payable forthwith. Any such
fee imposed by Licensor shall be in addition to its rights to any other sums
due and payable and to any claims or damages under this Agreement or otherwise.
No act or failure to act by Licensor with regard to said fee or said unlicensed
use shall be deemed as a ratification or the licensing of the unlicensed use,
and if any license in the form of Exhibit B should subsequently be issued,
after application therefor, said license shall not operate retroactively or
constitute a waiver by Licensor of any of its rights or privileges under this
Agreement or otherwise.
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ARTICLE XI
LIABILITY AND DAMAGES
(a) Licensor reserves to itself, its successors and assigns, the
right to maintain its poles and anchors 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 interruption of service of
Licensee or for interference with the operation of the cables, equipment and
facilities of Licensee arising in any manner, except from Licensor's sole
negligence, out of the use of Licensor's poles and anchors.
(b) Licensee shall exercise special precautions to avoid damaging
the cables, equipment and facilities of Licensor and of other occupying
Licensor's poles and anchors and Licensee hereby assumes all responsibility for
any and all loss for such damage. Licensee shall make an immediate report to
Licensor of the occurrence of any such damage and hereby agrees to reimburse
the respective owners for the expense incurred in making repairs.
(c) Licensee shall indemnify, protect and save harmless Licensor
from and against any and all claims and demands for damages to property and
injury to or death of persons, including payments made under any Workmen's
Compensation Law or under any plan fro employees' disability and death
benefits, which may arise out of or be caused by the erection, maintenance,
presence, use or removal of Licensee's cable, equipment and facilities or by
the proximity of the cables, equipment and facilities of the Licensee to those
of Licensor or its other Licensees, or by any act of Licensee on or in the
vicinity of Licensor's poles and anchors; or Licensee's breach of any part of
this Agreement, regardless of whether or not any such damage to property or
injury to or death of persons results from Licensee's negligence. Licensee
shall also indemnify, protect and save harmless Licensor from any and all
claims and demands of whatever kind which arise directly or indirectly from the
opera-
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tion of Licensee's 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 of television broadcast programs, and for
unauthorized use of 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 equipment whether arising from the use of Licensee's
equipment in combination with Licensor's poles, anchors or otherwise.
(d) Licensee shall carry insurance to protect the parties hereto
as named insured from and against any and all claims, demands, actions,
judgments, costs, expenses and liabilities of every kind and nature which may
arise or result, directly or indirectly, from or by reason of any loss, injury
or damage described in (c) above. The amounts of such insurance against
liability due to damage to property shall be no less than Two Hundred and Fifty
Thousand Dollars ($250,000.00) as to any one accident and $250,000.00 aggregate
and against liability due to injury to or death of persons no less than Two
Hundred and Fifty Thousand Dollars ($250,000.00) as to any one person and Five
Hundred Thousand Dollars ($500,000.00) as to any one accident. 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. All
insurance required shall remain in force for the entire life of this Agreement
and the company or companies issuing such insurance shall be approved by
Licensor. The taking out of such insurance shall not relieve or limit Licensee
from its liability to Licensor under this Agreement but shall only be added
security. Licensee shall submit to Licensor certificates by each company
insuring Licensee to the effect that it has insured Licensee for all liability
of Licensee under this Agreement and that it will not cancel or change any
policy of insurance issued to Licensee except after thirty (30) days' notice to
Licensor.
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ARTICLE XII
LICENSE NOT EXCLUSIVE
Nothing herein contained shall be construed as a grant of any
exclusive license, 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 poles or anchors covered
by this Agreement.
ARTICLE XIII
ASSIGNMENT OF RIGHTS
(a) Licensee shall not assign or transfer the privileges contained
in this Agreement without the prior consent in writing of Licensor. The
assignment or transfer by Licensee of such privileges without written consent
of Licensor, shall constitute a default of Licensee's obligations and,
notwithstanding any other provisions of this Agreement, Licensor may at its
option forthwith terminate this Agreement or any license issued hereunder.
Where control of Licensee is transferred, whether by sale of stock or
otherwise, Licensee shall promptly notify Licensor in writing. Failure of
Licensee to give such notice shall be cause for termination of this Agreement,
at the option of Licensor, as provided hereinabove in this paragraph.
(b) Subject to the provisions of paragraph (a) hereof, this
Agreement shall extend to and bind the successors and assigns of the parties
hereto.
ARTICLE XIV
WAIVER OF TERMS AND CONDITIONS
Failure to enforce or insist upon compliance with any of the terms or
conditions of this Agreement or failure to give notice to declare this
Agreement or any licenses granted hereunder terminated shall not constitute a
general waiver or relinquishment of any such terms, conditions or acts but the
same shall be and remain at all times in full force and effect.
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ARTICLE XV
TERMINATION OF AGREEMENT
(a) If Licensee shall fail to comply with any of the terms or
conditions of this Agreement or defaults 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 noncompliance, Licensor may, at its option,
forthwith terminate this Agreement and all licenses granted hereunder, or the
Licenses covering the poles or anchors as to which such default or
non-compliance shall have occurred.
(b) In addition, the Licensor shall have the right to terminate
this entire Agreement, or individual licenses granted hereunder, without
notice:
(1) If the Licensee's facilities are maintained or used
in violation of any law or in aid of any unlawful act or undertaking;
or
(2) If any permit or other authorization which may be
required by any governmental authority, or from any property owner,
for the operation or maintenance of Licensee's cables, equipment and
facilities on Licensor's poles or anchors is revoked, denied, or not
granted before the date when possession of such permit or
authorization becomes a condition of continued operations; or
(3) If Licensee defaults under ARTICLE IV.
(c) If the insurance carrier shall at any time notify Licensor
that the policy or policies of insurance, as provided under ARTICLE XI hereof,
will be cancelled or changed so that the requirements of ARTICLE XI will no
longer be satisfied, then this Agreement shall cease and terminate upon the
effective date of such notification.
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ARTICLE XVI
TERM OF AGREEMENT
This Agreement shall become effective upon its execution and if not
terminated in accordance with the provisions of ARTICLES IV and XV shall
continue in effect for a term of not less than three (3) years. Either party
may terminate this Agreement at the end of the said term by giving to the other
party written notice of an intention to terminate the Agreement at least six
(6) months prior to the end of the said term; but, upon failure to give such
notice, this Agreement shall continue in force upon the same terms and
conditions for a further term of one (1) year, and for one (1) year periods
thereafter, until terminated by either party at the end of any current term by
giving to the other party written notice of an intention so to terminate the
Agreement at least six (6) months prior to the end of such term. Upon
termination of the Agreement in accordance with any of its terms, all
outstanding licenses shall terminate and shall be surrendered and Licensee
shall immediately remove its cables, equipment and facilities from all poles
and anchors of Licensor. If not so removed, Licensor shall have the right to
remove Licensee's cable, equipment and facilities at the cost and expense of
Licensee and without any liability therefor.
ARTICLE XVII
NOTICES
Notices under this Agreement may be given by posting the same in first
class mail to the Licensee as follows:
Name: Montgomery CableVision & Entertainment, Inc.
Address: 0000 Xxx Xxxxxx
Xxxx, Xxxxx and Zip Code: Xxxxxxxxxx, XX 00000
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and to the Licensor as follows:
District Staff Manager - OSP Engineering
South Central Xxxx Telephone Company
Address:
-------------------------------------------------
City, State and Zip Code:
--------------------------------
ARTICLE XVIII
This Agreement supersedes all previous Agreements, including, but not
limited to the one dated ____________________, whether written or oral, between
Licensee and Licensor for placement and maintenance of aerial cables, equipment
and facilities by Licensee within the area shown by Exhibit A or otherwise
described above; and there are no other provisions, terms or conditions to this
Agreement except as expressed herein. All currently effective licenses
heretofore granted pursuant to such pervious 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.
LICENSEE LICENSOR
Montgomery CableVision & SOUTH CENTRAL XXXX TELEPHONE
Entertainment, Incorporated COMPANY
-----------------------------
(Name of Licensee)
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ X. X. Xxxxxxx
---------------------------- -------------------------------------
Title: President Title: General Manager - Network Prov.
------------------------- -----------------------------------
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Exhibit B
Page 1 of 2
APPLICATION FOR POLE LICENSE(1)
City and State:
Date:
District Manager - OSP Engineering
South Central Xxxx Telephone Company
Street Address:
----------------------------
City, State and Zip Code:
-------------------
In accordance with the terms and conditions of the License Agreement
between us, dated ______________________, 19__, application is hereby made for
a license to make attachments to the following poles and anchors:
Poles No.(2) Location Attachment(3)
--------- -------- ----------
----------------------------
(Name of Licensee)
By:
-------------------------
Title:
----------------------
------------------------
(1) Applications shall be submitted in duplicate.
(2) The designation of each pole shall be given by the pole number on the
application.
(3) A complete description of all facilities shall be given, including
quantities, sizes and types of all cable and equipment.
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Exhibit B
Page 2 of 2
Revised Nov. 27, 1970
LICENSE NUMBER _____
A revocable, non-exclusive license is hereby granted to make the
attachments described in this application, subject to acceptance by Licensee of
the obligation to pay the cost of the following replacement of poles or
anchors and rearrangement of facilities on poles and anchors required to
accommodate the specified attachments:(4)
Description Estimated Cost $
----------- ----------------
SOUTH CENTRAL XXXX
TELEPHONE COMPANY
By:
----------------------
Title:
--------------------
Date:
---------------------
The above replacements and rearrangements are approved and the costs thereof
will be paid to Licensor in accordance with Appendix 1-P to the License
Agreement.
---------------------
(Name of Licensee)
By:
------------------
Title:
---------------
Date:
----------------
----------------------------------
(4) If any additional replacements and rearrangements other than those
described herein became involved before delivery of Licensee's approval
of such replacements and acceptance of costs to Licensor, the application must
be reprocessed to reflect such additional replacements and rearrangements
before the license becomes effective.
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EXHIBIT C
NOTIFICATION OF SURRENDER OR MODIFICATION
OF POLE ATTACHMENT LICENSE BY LICENSEE
City and State
Date
District Manager - OSP Engineering
South Central Xxxx Telephone Company
Street Address:
--------------------------------
City, State and Zip Code:
----------------------
In accordance with the terms and conditions of the License Agreement
between us, dated ________________, 19__, notice is hereby given that the
license covering attachments to the following poles and anchors is surrendered
(or modified, if indicated):
License No. ________________ Dated _______________, 19__.
Pole Identification Attachment Removed Modification/Surrendered
------------------- ------------------ ------------------------
---------------------------------------------
(Name of Licensee)
By:
------------------------------------------
Title:
---------------------------------------
--------------------------------------------------------------------------------------------
Date Notice Received by
--------------------------- -----------------------------
Total Poles Discontinued
-----------------------
Total Anchors Discontinued
----------------------
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August 6, 1970
APPENDIX 1-P
SCHEDULE OF FEES AND CHARGES
THIS APPENDIX 1-P is, from the effective date hereof, an integral part
of the License Agreement between South Central xxxx Telephone Company, therein
called Licensor, and Xxxxxxxxxx Cablevision & Entertainment, Inc. therein
called Licensee, dated June 19, 1990 (hereinafter called the Agreement)
and contains the fees and charges governing the use of Licensor's poles and
anchors to accommodate the cable, equipment and facilities of Licensee in
Montgomery, Alabama. The effective date of this Appendix 1-P is June 19, 1990.
ATTACHMENTS
1. ATTACHMENT FEE: $3.00 per pole, and per anchor, per annum.
(a) Computation
For the purpose of computing the total attachment
fees due hereunder, the total fee shall be based upon
the number of poles and anchors to which attachments
are actually made, on the first day of June and the
first day of December of each year. The first
advance payment of the annual charge for licenses
granted under this Agreement shall be prorated from
the date that the attachment is made to the pole or
anchor to the first regular payment date.
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APPENDIX 1-P
Revised May 21, 1971
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(b) Payment Date
Attachment fees shall be due and payable
semi-annually, in advance, on the 1st day of January
for the first half of the calendar year beginning on
that date, and on the 1st day of July for the last
half of the calendar year. Failure to pay such fees
within 30 days after presentment of the xxxx therefor
or on the specified payment date, whichever is later,
shall constitute a default of this agreement.
(c) Termination of License
No refund of any attachment fee will be paid on
account of any termination or surrender of a license
granted hereunder.
2. OTHER CHARGES
(a) Computation
(1) All charges for inspections, engineering,
rearrangements, removals of Licensee's
facilities from Licensor's poles or anchors,
and any other work performed for Licensee
shall be based upon the full cost and expense
to Licensor for performing such work. The
cost to Licensor shall be determined in
accordance with the regular and customary
methods used by Licensor in determining such
costs.
(2) The charge for replacement of poles and
anchors shall include the entire
nonbetterment cost to Licensor, including the
increased cost of large poles, the cost
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of transferring Licensor's facilities from
the old to the new poles, cost of removal of
replaced poles and anchors, less any salvage
and depreciation credits.
(b) Payment Date
All bills for such other charges shall be payable
upon presentment to Licensee, and failure to pay said
xxxx within 30 days after presentment to Licensee
shall constitute a default of this Agreement.
LICENSOR
SOUTH CENTRAL XXXX
TELEPHONE COMPANY
By /s/ X. X. Xxxxxxx
----------------------------------
Title: Gen. Mgr. - Ntwk. Prov.
------------------------------
Date: June 19 1990
-------------------------------
LICENSEE
Xxxxxxxxxx CableVision &
Entertainment, Incorporated
------------------------------------
(Name of Licensee)
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: President
------------------------------
Date: June 14, 1990
-------------------------------
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August 6, 1970
APPENDIX 2-P
ATTACHMENT TO POLES
THIS APPENDIX 2-P is, from the effective date hereof, an integral part
of the License Agreement between South Central Xxxx Telephone Company, therein
called Licensor, and Xxxxxxxxxx Cablevision & Entertainment, Inc. therein
called Licensee, dated June 19, 1990 (hereinafter called the Agreement) and
contains certain minimum requirements and specifications governing the
attachment of cables, equipment and facilities of Licensee (sometimes called
Attachments in this Appendix) to poles and anchors of Licensor in Montgomery,
Alabama. The effective date of the APPENDIX 2-P is June 19, 1990.
GENERAL
1. The Licensee is responsible for the proper design,
construction and maintenance of its Attachments. Attachments generally will be
limited to strand-supported cable, service drops, terminals and necessary
appurtenances deemed by Licensor to be suitable for pole mounting.
2. Any rearrangements of Licensor's facilities or replacement of
poles required to accommodate Licensee's Attachments shall be done by Licensor
or a contractor authorized by Licensor.
3. The fees and charges specified in APPENDIX 1-P shall be
applicable to all licenses granted to Licensee hereunder, without regard to the
methods of attachment used.
4. Licensee's Attachments shall be plainly identified by
appropriate marking satisfactory to Licensor.
5. Licensee's workmen shall assure themselves that any pole to be
climbed has sufficient strength or is adequately braced or guyed to support the
weight of the workmen.
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6. All requirements of the National Electrical Safety Code
referred to herein shall mean the Sixth Edition of such code, or any later
amendment or replacement thereof, and shall include any additional requirements
of any applicable Federal, State, Country or Municipal code, rule or order.
References to simply the Safety Code, or to N.E.S.C., have the same meaning.
7. While many of the standards and technical requirements for
Licensee's cable, equipment and facilities are set forth herein, Licensor
reserves the right to specify the type of construction required in situations
not otherwise covered din this Appendix. In such cases, Licensor will in its
discretion furnish to Licensee written materials which will specify and explain
the required construction.
VOLTAGE, POWER, ELECTRICAL INFERENCE
8. Licensee's Attachments shall not use or carry voltages or
currents in excess of the limits prescribed for communications conductors by
the National Electrical Safety Code (Definition 43). However, all parts of
Licensee's Attachments carrying voltages in excess of 50 volts AC (rms) to
ground or 135 volts DC to ground, except for momentary signalling or control
voltages, shall be enclosed in an effectively grounded sheath or shield. All
energized parts of Licensee's Attachments shall be suitably covered to prevent
accidental contact by the general public, Licensor's workmen or workmen of
another licensee having facilities on the same pole. Licensor reserves the
right to require that adequate safety procedures and equipment, in its
judgment, be followed and made a part of each of Licensee's attachments.
9. Licensor shall determine whether Licensee's Attachment cause
or may cause electrical interference with Licensor's communications facilities.
Licensee shall, on demand of Licensor, correct immediately at Licensee's
expense any such interference including, in necessary, removal of the
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Attachments causing the interference.
10. No Attachment shall use the earth as the sole conductor for
any part of the circuit.
11. Licensee shall not circumvent Licensor's corrosion mitigation
measures (e.g., short circuit insulating joints).
GROUNDING AND BONDING
12. All power supplies shall be grounded. The neutral side of the
power drop shall be continuous and not fused. The neutral line shall also be
bonded to the power supply cabinet. The cabinet shall be connected to an earth
ground at the pole. In areas where a power utility has a ground wire running
down the pole, the cabinet can be connected to it if the power utility permits.
Where a power utility vertical ground wire is not available, the Licensee must
place a ground rod. All metallic structures on a common pole shall be bonded
to each other, to the Licensor's strand and to the Licensee's strand.
13. (a) Where two or more aerial suspension strands are
located on the same pole in a line that is not in joint use with an electric
company and is on different through bolts, the suspension strands shall be
bonded together at one quarter mile, or less, intervals.
(b) Where two or more aerial suspension strands are
located on the same pole in a line that is also in joint use with an electrical
company which has a multigrounded neutral and is on different through bolts,
the suspension strands shall be bonded together at every pole and also bonded
to every available vertical ground conductor. In the case of power which is
non-multigrounded neutral type design, the suspension strands shall be bonded
to
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each other and to a low impedance ground every one-fourth (k) mile or less.
(c) The following shall be applicable to 13.(a) and
13.(b) above:
(1) Where Licensee has been authorized to attach
the bond wire to Licensor's strand, the
Licensee is responsible for completing the
bond.
(2) If Licensee is not authorized to attach to
Licensor's strand, Licensee shall attach the
bonding wire to its strand and leave a
sufficient length of wire to allow Licensor
to complete the bond.
(3) Where the strands of two or more licensees
are to be bonded together, the licensee
placing the last strand, if authorized to do
so by the other licensees, shall make both
connections.
(4) Where such authorization is not granted by
the licensee owning the existing strand,
Licensee shall attach the bonding wire to its
strand and leave enough wire to its strand
and leave enough wire to permit making a
connection to the other strand. In such
case, the licensee owning the existing strand
shall be responsible for completing the
bonding.
14. Suspension strands at trolley feeders and trolley contact
wires located on the same street shall be bonded at the first, last and every
intermediate fifth pole, until the remaining section between bonds is not more
than eight spans, with the distance between bonds never to exceed one-quarter
mile. At other locations, the strands shall be bonded at the first, last and
every intermediate fifth pole, until the remaining section between bonds is not
more than eight spans. Strands shall be bonded at or near the
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first pole on each side or underground dips or trolley wire crossovers.
15. Strands attached to the same bolt do not have to be bonded.
16. Where a Licensee's strand leaves a pole which carries other
strands supporting communications cables, and Licensee's strand continues to a
pole carrying power facilities but no communications facilities of Licensor,
Licensee's cable shall be:
(a) Bonded to the other communications strands on the
pole that it leaves.
(b) Bonded to an effective ground, preferably within two
spans but not greater than ten (10) spans, but in no
event greater than one-quarter mile, after leaving
said pole, and
(c) Bonded with a No. 6 solid, soft-drawn copper wire, or
its equivalent. The wire must be attached to the
strand with an approved clamp, such as a lashing wire
clamp, designed for attachment to each specific size
of strand involved (for example, Chance Lashing Wire
Clamp, Catalog Number 9000, or equivalent).
17. Strands supporting drop wire shall be bonded to the cable
suspension strand.
CLEARANCES
18. Licensee's Attachments are subject to the same clearances as
communications facilities and shall meet all of the pertinent clearance
requirements of the Safety Code. Safety Code rules covering the most commonly
encountered conditions are listed below.
NESC 6th Edition
General Rule
------------------
(a) Vertical clearance on poles jointly 238
occupied by communication facilities
and power facilities
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NESC 6th Edition
General Rule
------------------
(b) Mid-span clearance between 238
communication facilities and
power facilities
(c) Crossing clearances of facilities 233
carried on different supports
(d) Clearances from street light 238E-3
brackets and associated wiring
(e) Clearances of conductors from 234
another line
(f) Clearances of vertical and lateral 239
conductors from other wires and
surfaces on the same support
(g) Clearances in any direction from line 235A3
conductors and supports, and to vertical
or lateral conductors, span or guy wires,
attached to the same support
(h) Vertical clearance of wires above
ground or rails
LOCATION AND SPACING
19. Licensor shall specify the location of Licensee's Attachments
on each pole, including the location of Licensee's riser cables.
20. The minimum vertical separation between Licensee's suspension
strand and Licensor's suspension strand when located on the same side of the
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pole shall be twelve (12) inches. Where agreement with the power utility
permits the placing of cables on both sides of the pole, the vertical
separation between strands will be twelve (12) inches or more. (See Attachment
1.) Separation between the bolt holes shall in any event be at least four (4)
inches. Licensee's suspension strand and cable shall be located above
Licensor's facilities unless Licensor permits otherwise.
21. The minimum separation between Licensee's and Licensor's
suspension strands specified herein also applies between Licensee's stand and
the suspension strand of another Licensee, and between two or more strands of
Licensee provided, however, that Licensee may agree with another Licensee to
reduce the separation between their respective strands. Separation between the
bolt holes must in any event be at least four (4) inches.
22. Where Licensee's strand is above Licensor's strand, Licensee's
strand-mounted equipment housings and cable expansion loops shall be placed at
least six inches above Licensor's facilities.
23. Power supply cabinets and other pole-mounted equipment shall
not be permitted below Licensor's facilities on a pole where nay of the
following are present:
(a) Underground riser cable or pipe.
(b) Cross-connecting terminal.
(c) Pole-mounted distribution terminal.
(d) Pole-mounted closure.
(e) Apparatus case.
(f) Air dryer.
(g) Other equipment of a size that would impair climbing
or working space if an additional pole-mounted
facility were installed.
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24. Licensee shall be required to place all of its Attachments,
including amplifiers, power supplies, terminals, splitters and taps, so as not
to interfere with climbing space, as defined in the National Electrical Safety
Code (Rule 236).
25. Whereby mutual agreement with the power utility, attachment of
cables to both sides of the pole is permitted, two licensees may employ a
common through bolt provided one licensee notifies the licensor, in writing,
that it accepts the responsibility for maintaining the bolt. N.E.S.C. climbing
space requirements must be maintained by al parties.
26. Licensee shall not attach its facilities, except the
termination of the bond wire when authorized, to Licensor's strand or
suspension bolt.
27. Through bolts may not be placed less than 10 inches from the
top of the pole.
LOADING
28. The Licensee shall furnish to Licensor as a part of Exhibit B
to this Agreement the details as to the ultimate strength, tension at 60
degrees F, and maximum tension in its suspension strand or conductor under the
applicable storm loading specifications in the Code.
29. Licensee shall furnish to Licensor as a par of Exhibit B to
this Agreement details as to the weight and size of its cables, suspension
strands and/or conductors, with and without the ice loading, as specified by
the National Electrical Safety Code (Rule 251) or appropriate local code for
the loading area concerned. N.E.S.C. Rule 250 covers the degree of loading
(light medium, heavy) appropriate in different sections of the country. Where
a local code designates a heavier degree of loading than the N.E.S.C., the
local requirements shall govern.
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GUYING AND STEPPING
31. Guying will be required on poles where the total unbalanced
load, including the tension due to Licensee's Attachments under the appropriate
storm loading prescribed by the National Electrical Safety code (Rule 251),
exceeds 200 pounds unless the pole was designed as an unguyed corner pole and
the pole has adequate strength and stability, in the opinion of Licensor, to
withstand the additional load.
32. Guys, when required, shall be of such material and dimensions
as to provide adequate strength to withstand the transverse loads specified in
the National Electrical Safety Code (Rule 252B), and the longitudinal load
assumed in the Code (Rule 252C). Guys on poles which also support power
facilities shall be in compliance with the National Electrical Safety Code
(Rule 261C). On poles supporting communications facilities only, guying shall
be in compliance with Grade C construction requirements of the Code.
33. Guy guards shall be installed in compliance with N.E.S.C. Rule
282E (Supplement 1).
34. Licensee may attach its guy to Licensor's anchor rods where
Licensor specifically authorizes it in writing. Should it be necessary to
replace the anchor at a later date to provide added strength for Licensor's
requirements, the anchor shall be replaced at Licensee's expense if the
existing anchor rod would support Licensor's Attachments without regard to
Licensee's guy.
35. More than one licensee may use a common guy to sustain their
combined load.
36. Guys shall be insulated or grounded as specified in the Safety
Code (Rules 282 and 283). Licensee's guys shall not short circuit
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Licensor's guy insulators, where used.
37. Material used for guys shall be compatible from a corrosion
standpoint with the hardware to which it is attached. Licensor shall specify
or approve the material used by Licensee for guys attached to Licensor's
hardware.
38. Where Licensor determines that because of Licensee's activity
on a pole, the pole must be stepped, or if the Licensee requests that a pole
be stepped for Licensee's convenience, Licensor will have the pole stepped at
Licensee's expense Licensor will determine the extent, method and manner of
stepping required in view of the facilities located on the pole, safety
requirements and the hazards of stepping any particular pole.
LICENSOR
SOUTH CENTRAL XXXX
TELEPHONE COMPANY
By /s/ X. X. Xxxxxxx
---------------------------------
Title: Gen. Mgr. - Ntwk. Prov.
-----------------------------
Date: June 19, 1990
------------------------------
LICENSEE
Xxxxxxxxxx CableVision &
Entertainment, Incorporated
-----------------------------------
(Name of Licensee)
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: President
-----------------------------
Date: June 14, 1990
------------------------------
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ATTACHMENT 1
TO
APPENDIX 2-P
[A diagram showing preferable clearance and a diagram showing
alternate method of obtaining clearance appear here]
