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EXHIBIT 10.40
FACILITIES TRANSFER AGREEMENT
THIS AGREEMENT between SOUTH CAROLINA ELECTRIC AND GAS COMPANY, herein
referred to as SCE&G and KNOLOGY Holdings, Inc. dba KNOLOGY of Charleston herein
referred to as the "Licensee" is for the purpose of transferring and attaching
Licensee's cables to replacement or additional poles at such time as SCE&G
transfers and/or attaches its facilities subject to the following terms and
conditions.
1. Licensee agrees that SCE&G will transfer the Licensee's attachments
on SCE&G owned poles where Licensee's straight line cable attachments and/or
service drops exist, at SCE&G's sole discretion and at such time as SCE&G
replaces its existing pole(s). SCE&G will have the option of transferring other
types of attachments including but not limited to dead ends and down guys. Also
at SCE&G's option, existing cables may be attached to intermediate mid-span
poles at such time as SCE&G's facilities are attached.
2. SCE&G will transfer facilities only if splicing can be avoided.
Service drops which can be moved off the pole will be relocated onto the strand
wire with appropriate clamps. All attachments on a given pole will be
transferred. (No partial transfers will be done).
3. The SCE&G crew supervisor, using local management approved
guidelines, will have the sole authority to determine whether SCE&G will
transfer any Licensee attachment. If the attachment can not be transferred by
SCE&G, then SCE&G shall provide written notification to the Licensee immediately
upon completion of all necessary transfer work of SCE&G facilities that the
Licensee's attachments have not been transferred. The Licensee will have thirty
(30) days, after date of written notification by SCE&G, to transfer its
attachments to the new poles. If the Licensee does not perform all necessary
transfer work within the thirty (30) day period, SCE&G may at its option and at
the sole expense of the Licensee, do whatever is necessary, including hiring of
a contractor, to make the necessary transfers of all existing Licensee
attachments to the new pole so that the replaced pole can be removed within a
reasonable time.
4. SCE&G engineering departments will review, in the field, all
transfers to insure compliance with the recommendations and requirements of the
latest edition of the "National Electric Safety Code", as approved by the South
Carolina Public Service Commission and lawful rulings of State or other
governmental authorities having jurisdiction that make such recommendations and
requirements and in conformance with the latest SCE&G specifications and
requirements. Failure to do so, however, shall in no way relieve Licensee of its
responsibility to comply fully with such requirements for all transfer made by
it. Work instructions will be noted on the appropriate form for transfers made
by SCE&G, the Licensee shall have the right to inspect and shall have ten (10)
working days from the date of notice of work completion to either approve the
transfer and/or notify SCE&G of any corrections required for approval. SCE&G
shall have twenty (20) working days from the receipt of written notification to
correct any unsatisfactory transfer work. If said transfer work is not corrected
to the Licensee's satisfaction, the Licensee shall have the right to reject said
transfer work, and shall not be responsible for payment of the transfer fee.
5. The Licensee shall pay SCE&G upon completion and acceptance of any
Licensee transfer work performed by SCE&G, a transfer fee based primarily on the
estimated direct and indirect costs associated with performing the transfers.
The transfer fee shall be $50.00 per pole. It is expected that normally only
one main cable attachment per pole will be involved. All service drops and other
facilities transferred will be included in this price. Future adjustments in the
transfer fee may be mutually agreed upon.
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6. All billing is to be done through South Carolina Electric and Gas
Company's Northern Division Operations Services, on a monthly basis. A location
drawing, and form(s) showing work completed, will be furnished to the Licensee
along with the invoice. The Licensee shall initiate payment within thirty (30)
days of receipt of the invoice.
7. Material required to perform transfers, will be made available by
the Licensee at no cost to SCE&G. SCE&G agrees to reuse all existing material
wherever practical.
8. The Licensee is responsible to provide training to SCE&G personnel
when requested by SCE&G's local Line Supervisors or Associate Managers.
9. All other matters relating to the rights and obligations of the
parties arising out of Licensee's attachments to SCE&G's poles and not
specifically and fully addressed herein, continue to be governed by the Pole
Attachment Agreement(s) between the parties.
10. This agreement may be terminated by either party, by giving to the
other party at least thirty (30) days written notice.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective representatives, being duly authorized, on the
dates indicated below.
Dated this 11th day of February, 1998.
SOUTH CAROLINA ELECTRIC & GAS COMPANY
WITNESS:
/s/ By /s/
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Its: Vice President of Electric Service
In The Presence of KNOLOGY Holdings, Inc. dba KNOLOGY of Charleston
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Licensee
WITNESS:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: VP - Construction
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