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EXHIBIT 10.18
POLE ATTACHMENT AGREEMENT
COMMUNITY ANTENNA TELEVISION - CATV
GEORGIA POWER COMPANY
AND
American Cable Company
THIS AGREEMENT, made as of May 21, 1990 by and between the Georgia Power
Company, a corporation of the State of Georgia, hereinafter called Licensor, and
American Cable Company hereinafter called Licensee.
W I T N E S S E T H:
WHEREAS, Licensee proposes to furnish television antenna signal service to
residents of the City of Columbus, Muscogee County, Georgia, and will need to
erect and maintain aerial cables, wires and associated appliances throughout the
area to be served, and 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, 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
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Licensor is protected and indemnified against costs to it arising
from such use;
NOW, THEREFORE, in consideration of the mutual covenants, terms and
conditions herein contained, the parties hereto do hereby mutually covenant and
agree as follows:
1. Before making attachment to any pole or poles of Licensor, Licensee
shall make application there for in the form set forth in Exhibit "A", hereto
attached and made a part hereof, and if the proposed attachment is satisfactory
to Licensor, a permit therefor will be granted in the form set forth in such
Exhibit "A". Licensee shall prepare and submit a map indicating all attachment
locations at the time of submission of such Exhibit "A". No work shall begin
until Licensor receives a signed Exhibit "A". Any unauthorized attachments are
subject to the penalty provision set forth in Paragraph 7.
2. Licensee shall, at its own expense, make and maintain said attachments
in safe condition and in thorough repair, and in a manner satisfactory to
Licensor and so as not to interfere with the use of said poles by Licensor, or
by other utility companies using said poles, or interfere with the use and
maintenance of facilities thereon or which may from time to time be placed
thereon. Licensee shall, at any time, at its own expense, upon notice from
Licensor, remove, relocate, replace, or renew its facilities placed on said
poles, or transfer them to substituted poles, or perform any other work in
connection with the said facilities that may be required by
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Licensor; provided, however, that in cases of emergency, Licensor may arrange to
remove, relocate, replace or renew the facilities placed on said poles by
Licensee, or transfer them to substituted poles or perform any other work in
connection with said facilities that may be required in the maintenance,
replacement, removal or relocation of said poles, the facilities thereon or
which may be placed thereon, or for the service needs of Licensor, and Licensee
shall, on demand, reimburse Licensor for the expense thereby incurred.
3. Licensee's cables, wires and appliances, in each and every location,
shall be erected and maintained in accordance with the requirements and
specifications of the National Electrical Safety Code, as revised, and in
compliance with any rules or orders now in effect or that hereafter may be
issued by any other authority having jurisdiction. Drawings marked Exhibits B-1
through B-8 which are attached hereto and made a part hereof, are descriptive of
required construction under some typical conditions, and are to serve as
construction guides for Licensee. Such drawings may be superseded, amended or
supplemented from time to time as may be required by Licensor.
4. Licensee's cables, wires and appliances, shall be identified in
accordance with Exhibit B-9. Markers shall be installed on the strand, at every
first, fifth and last mainline pole attachment, including the first pole in all
lateral lines and at all crossover points. The color and the shape of the marker
shall be unique to Licensee and shall be used to identify
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Licensee's facilities in that particular Georgia Power Company district.
Suggested markers are set forth in Exhibit B-9 and same shall be approved by
Licensor prior to use thereof. Existing strand shall be so identified by
Licensee at the next system rebuild opportunity or otherwise as regular
maintenance or emergency repair work so permits. All strand shall be marked by
December 31, 1995.
5. In the event that any pole or poles of the Licensor to which Licensee
desires to make attachments are inadequate to support the additional facilities
in accordance with the aforesaid specifications, the Licensor will notify the
Licensee of any changes necessary to provide adequate poles and the estimated
cost thereof. If the Licensee still desires to make the attachments it shall
authorize the Licensor to make the necessary changes and shall reimburse the
Licensor, on demand, for all costs incurred by Licensor in making such changes.
Where the Licensee's desired attachments can be accommodated on present poles of
the Licensor by rearranging Licensor's facilities thereon, the Licensee shall
compensate the Licensor for the full expense incurred in completing such
rearrangements. The Licensee will also, on demand, reimburse the owner, or
owners, of other facilities attached to said poles for any expenses incurred by
it, or them, in transferring or rearranging said facilities. In the event that
any pole or poles of Licensor to which Licensee has attached its facilities
would be adequate to support additional facilities desired by Licensor or any
pole user
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whose use came before Licensee's but for the attachment or attachments of
Licensee, then Licensor shall notify Licensee of any changes necessary to
provide adequate poles and the estimated cost thereof. Upon receipt of such
notice Licensee shall remove its facilities at its expense or reimburse
Licensor, on demand, for all costs incurred by Licensor in making such changes.
Any anchors or guys required to accommodate the attachments of the Licensee
shall be installed by and at the expense of the Licensee and to the satisfaction
of the Licensor.
6. Before undertaking any rebuilding effort, Licensee shall contact
Licensor's local personnel and secure written approval of proposed construction
method and length of time expected for proposed construction.
7. In the event that the number of poles to which Licensee has attached
its facilities differs from the number shown in Licensor's records, the
difference shall be prorated over the period since the last such accounting. If
this results in an increase in the number of poles to which Licensee has
attached for any year during such period, Licensee shall forthwith pay to
Licensor the fees due for such poles for such years, and if it results in a
decrease in the number of poles to which Licensee has attached for any year
during such period, Licensor shall forthwith refund to Licensee the fees
previously paid for such poles for such years. Unauthorized pole attachments
shall be billed at a rate of $50.00 per attachment plus attachment fees.
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8. Licensor may at any time and from time to time survey the installation
of cable communications facilities and may make periodic surveys of the
facilities as conditions may warrant. Such surveys, if made, shall not operate
to relieve Licensee of any responsibility, obligation or liability or to impose
any responsibility, obligation or liability upon Licensor. Said surveys shall be
performed at the sole expense of the Licensee in accordance with the terms and
conditions set forth in Exhibit B-10.
9. 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 interruption 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 transmissions of Licensee, even if the cause of
such effects may be attributable to negligence (including, without being limited
to, Licensor's sole negligence, contributory negligence, concurring negligence,
active negligence and passive negligence) on the part of Licensor or its agents.
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10. Any transferring or rearranging of attachments required on any pole or
any pole replacement shall be done by the Licensor at the Licensee's expense
without any liability whatever to the Licensor for such removal, transfer,
rearranging or the manner of making it. Licensee shall pay to Licensor a flat
rate charge as shown in Exhibit B-11, per removal, transfer or rearranging said
attachments. This rate may be changed from time to time upon notice by Licensor.
11. Licensee shall acquire in its own name and at its own expense any and
all easements or other rights in land that may be required to permit the
presence of Licensee's facilities on Licensor's poles. Licensor shall have no
liability to Licensee for any failure to acquire any such rights.
12. Licensee engaged in two-way communication activities shall be charged
the rate then payable to Licensor by Southern Xxxx Telephone and Telegraph
Company for two-way communication facilities.
13. Licensee shall secure authority to erect and maintain its facilities
within public streets, highways and other thoroughfares, and shall secure any
necessary consent from state or municipal authorities or from the owners of the
property upon which the poles are located to construct and maintain Licensee's
facilities thereon.
14. The Licensee shall pay to Licensor, for attachments made to poles
under this agreement, a rental at an annual rate that will be calculated in
accordance with the calculations set forth in Exhibit "C" based
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on the most recent available FERC Form I data. Said rental shall be payable
annually, in advance, on the first day of January of each year. Upon written
notice to Licensor, Licensee may pay Licensor equal quarterly installments due
January 1, April 1, July 1, and October 1. Repeated late payments will subject
Licensee to a requirement that payments be made on an annual basis. Delinquent
payments will subject Licensee to a late fee as stipulated in Exhibit D.
15. Licensee shall exercise precautions to avoid damage to facilities of
Licensor and of others supported on said poles and 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 damage and hereby agrees
to reimburse Licensor for the expense incurred in making repairs.
16. Licensee shall specifically and adequately warn each and every
employee of Licensee or Licensee's contractors or agents of the danger inherent
in making contact with the electrical conductors of Licensor, or of coming
closer to same than permitted by the NESC or OSHA, before such employee is
permitted to perform any work on or near any facilities belonging to Licensor.
Said warning shall be given to the Employee both orally and in writing. The
written warning shall be prepared in duplicate in a form satisfactory to
Licensor, but any approval of such form by Licensor shall not operate to impose
any liability upon Licensor or to relieve Licensee from any obligation or
liability. One copy of the written warning shall be
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retained by the employee. The other copy, signed by the employee acknowledging
receipt of both oral and written warnings, shall be retained by Licensee and
made available for inspection by Licensor at any time upon request of Licensor.
17. Licensee and Licensor recognize that there are certain risks inherent
in placing cable communications facilities in proximity to electric transmission
lines. Licensee hereby expressly and specifically assumes all such risks and
releases and agrees to indemnify and hold Licensor harmless from and against any
and all Claims resulting directly or indirectly, in whole or in part, from
electrical contact with the cable communications facilities or any part thereof,
including without limitation any such electrical contact resulting from the sole
negligence of Licensor.
18. Should Licensee make more than one attachment for a period of three
months or more, Licensee will be billed in full for each attachment exceeding
one.
19. A. For purposes of this Section and as used herein, the terms set
forth below shall be defined as follows:
(1.) Claim - The term "Claim" includes any liability, loss, damage,
claim or cause of action of any kind or nature (including without limitation
damage to property and injury to or death of persons), whether actual or
alleged, or payment of any sum or sums of money to any entity or person
whomsoever and any expenses connected therewith (including without limitation
litigation costs and reasonable attorney fees).
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(2.) Employee - The term "Employee" includes any employee of a party or
of any contractor or agent of such party.
(3.) Negligence - Except as limited by express language, the term
"Negligence" includes sole, joint or concurring negligence of whatever kind,
including without limitation, negligence of a party or its employees,
contractors or agents or the employees of such contractors or agents, and
regardless of whether there is concurring negligence on the part of some third
party.
(4.) Personal Injury - The term "Personal Injury" includes any injury
to or death of any natural person.
(5.) Third Party Claim - A "Third Party Claim" is a Claim (as defined
in subsection A.1 of this Section) asserted against one or both of the parties
hereto by a person or entity other than the parties and their employees,
contractors and agents and the employees of their contractors and agents.
B. Licensee shall indemnify Licensor and hold it harmless from and against
Claims arising out of any Personal Injury to any Employee of Licensee, including
without limitation any such Claim which is caused in whole or in part by the
Negligence of Licensor. Throughout the Term of this Agreement, Licensee shall
maintain sufficient insurance coverage to protect Licensor from Claims as
provided in this subsection.
C. Licensor shall indemnify Licensee and hold it harmless from and against
Claims arising out of any Personal Injury to any Employee of
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Licensor, including without limitation any such Claim which is caused in whole
or in part by the Negligence of Licensee. Throughout the Term of this Agreement,
Licensor shall maintain sufficient self-insurance coverage to protect Licensee
from Claims as provided in this subsection.
D. Licensee shall indemnify Licensor and hold it harmless from and against
Third Party Claims in any way attributable to or arising out of this agreement
and/or Licensee's use of Licensor's poles and facilities and/or premises, and
excepting only those situations where the Third Party Claim has been caused by
reason of the sole negligence on part of Licensor. Throughout the term of this
Agreement, Licensee shall maintain sufficient insurance coverage to protect
Licensor from Claims as provided in this subsection.
E. Licensee shall indemnify and hold harmless Licensor from and against
any penalties, fines or forfeitures imposed by a governmental authority or
expenses associated therewith (including without limitation litigation costs and
reasonable attorney fees) arising out of any failure or refusal by Licensee or
any customer of Licensee to comply with any law, statute, regulation, rule,
ordinance, order, injunction, writ, decree or award of any government or
political subdivision thereof, or any agency, authority, bureau, commission,
department or instrumentality thereof, or any court, tribunal or arbitrator,
applicable to the furnishing or use of cable communications services.
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F. In the event that either party hereto (referred to in this subsection
as the "Indemnitor") shall fail or refuse following the request of the other
party (referred to in this subsection as the Indemnitee to indemnify the
Indemnitee as provided in this Section or to assume the defense of an action or
claim covered by this Section, and such failure or refusal subsequently is
determined to have been without a reasonable basis in law or fact, then (in
addition to the indemnification obligation set forth in this Section) the
Indemnitor shall be liable to the Indemnitee for liquidated damages in an amount
equal to twenty-five percent (25%) of the amount for which the Indemnitor is
otherwise liable to the Indemnitee pursuant to this Section in order to
compensate the Indemnitee for the time expended by its officers and employees in
connection with the defense of the Claim for which indemnification was requested
by the Indemnitee. Any failure by Licensor or Licensee to comply with indemnity
and insurance requirements shall constitute default.
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G. Nothing in the foregoing subsections of this Section shall be construed
to require one party to this Agreement to indemnify the other party to this
Agreement for any cost or expense that is to be borne by such other party
pursuant to any provision of this Agreement other than the provisions of this
Section.
H. All Claims that are asserted against the parties jointly or which may
affect both parties shall be dealt with by the parties jointly acting in good
faith, including settlement negotiations. If a claimant desires to settle upon
terms acceptable to one party but not to the other, the party desiring to settle
may do so, provided only that the settlement is reasonable and is entered into
in good faith, without in any way prejudicing or affecting any of the settling
party's rights to indemnification under any provision of this Section.
20. Licensee may at any time remove its attachments from any pole or poles
of Licensor, but shall immediately give Licensor written notice of such removal.
No refund of any rental will be due on account of such removal.
21. Upon notice from Licensor to Licensee that the use of any pole or
poles is forbidden by municipal authorities or property owners, the permit
covering the use of such pole or poles shall immediately terminate, and the
cables, wires and appliances of Licensee shall be removed at once from the
affected pole or poles.
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22. If Licensor requests transfer of existing facilities, Licensor shall
give Licensee notice by electronic notification through the pole transfer system
provided by the Georgia Utility Protection Center. Licensee shall have sixty
(60) days to make said transfer. If, at the expiration of such period, the
Licensor shall have no attachments on such pole but the Licensee shall not have
removed all of its attachments therefrom, such pole shall thereupon become the
property of the Licensee, and the Licensee shall save harmless the former
Licensor of such pole from obligation, liability, damage, cost, expenses or
charges incurred thereafter, because of, or arising out of, the presence or
condition of such pole or of any attachments thereon, regardless of any
negligence claimed on the part of Licensor; and shall pay the Licensor a sum
equal to the then value in place of such abandoned pole or poles, or such other
equitable sum as may be agreed upon between the parties.
23. If Licensee shall fail to comply with any of the provisions of this
agreement, including the specifications hereinbefore referred to, 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
or the permit covering the poles as to which such default or non-compliance
shall have occurred.
24. Bills for expenses and other charges under this agreement shall be
payable within thirty (30) days after presentation. Non-payment of
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bills shall constitute a default under this agreement.
25. 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.
26. 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 the Licensor shall have the right in
its sole discretion to grant attachment privileges of any sort to any person,
firm or corporation.
27. Licensee shall not assign, transfer or sublet the privileges hereby
granted without the prior consent in writing of Licensor, which shall not be
unreasonably withheld.
28. Except as provided in Section 22, 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
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to compel Licenser to maintain any of said poles for 8 period longer than
demanded by its own service requirements.
29. This agreement shall become effective upon its execution and if not
otherwise terminated, shall continue in effect until either party gives six (6)
months written notice. Upon termination of the agreement in accordance with any
of its terms, Licensee shall immediately remove its cables, wires and appliances
from all poles of Licensor. If not so removed, Licensor shall have the right to
remove them at the cost and expense of Licensee and without any liability
therefor.
30. Licensee shall furnish bond or satisfactory evidence of contractual
insurance coverage to guarantee the payment of any sums which may become due to
Licensor for rentals or for work performed for the benefit of Licensee under
this agreement, including the removal of attachments upon termination of this
agreement by any of its provisions. The amount of the contractual insurance
coverage is subject to be increased or decreased whenever, in the judgment of
the Licensor, such action is deemed advisable from the standpoint of protecting
the payments due Licensor as set forth above. Licensee shall abide by the terms
and conditions set forth in Appendix 1 as to requirements for pole attachment
bond and insurance.
31. In the event of controversies and disputes which may arise in
connection with this Pole Attachment Agreement, Licensee shall bear all legal
costs incurred, including Licensor's attorney's and witness fees, when
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and if said controversies and disputes are settled in favor of Licensor.
32. All existing pole attachment agreements between the parties hereto
are, by mutual consent, hereby abrogated and annulled.
33. Nothing herein shall preclude the parties from preparing such
supplemental operation routines or working practices as they mutually agree to
be necessary or desirable effectively to administer the provisions of this
agreement.
34. Subject to the provisions of Section 19, this Agreement shall extend
to and bind the successors and assigns of the parties hereto.
35. Upon the expiration or termination of Licensee's franchise to operate
its business, this agreement shall be of no further effect and the rights of the
Licensee shall be thereby terminated. Licensee shall remove any and all
attachments remaining on Licensor's poles within 30 days of loss of franchise.
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed the day and year first above written.
ATTEST: American Cable Company
----------------------
Licensee
By: /s/ X. Xxxx Walls, Sr.
----------------------------- ---------------------------------
Its:
--------------------------
ATTEST: GEORGIA POWER COMPANY
/s/ [SIGNATURE ILLEGIBLE] By: /s/ Xxxxx X. Xxxxx Xx.
----------------------------- ----------------------------------
Its: General Manager of Distribution
-------------------------------
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APPENDIX 1
POLE ATTACHMENT BOND AND INSURANCE REQUIREMENTS
I. $25.000 SURETY BOND (In a form similar to and
containing those terms and conditions set forth in
Appendix 2 attached hereto.)
Acceptable alternatives to the Surety Bond are:
1. $25,000.00 Cash Deposit with Licensor
2. $25,000.00 Certificate of Deposit
3. Irrevocable Letter of Credit
II. INSURANCE PROVISIONS
A. Workers' Compensation and Employer's Liability Licensee and its
subcontractors and all their respective employees, workmen, servants or agents,
in the course of its operations, shall comply with all requirements of the
Workers' Compensation laws of the state of Georgia.
Licensee shall in addition carry Employer's Liability Insurance covering
its operations hereunder and involving any of Licensor's facilities in an amount
not less than $500,000 per person.
B. General Liability and Automobile Insurance - Licensee agrees to carry
at its sole expense, General Liability Insurance covering all operations of
Licensee hereunder and involving any of Licensor's facilities, in the amounts of
not less than $1,000,000 for all liability arising out of injury
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to or death of one or more persons in any one occurrence, and not less than
$1,000,000 for all liability arising out of injury to or destruction of property
in any one occurrence. Such insurance shall be specifically endorsed to cover
liability assumed by Licensor pursuant to the terms of that certain Pole
Attachment Agreement between Licensor and Licensee dated __________. Licensee
agrees to carry, at its sole expense, Automobile Liability Insurance on all
automobiles owned and hired, as well as automobile non-ownership liability
insurance, in the amounts of not less than $1,000,000 for all liability arising
out of injury to or death of one or more persons in any one occurrence, and not
less than $1,000,000 for all liability arising out of injury to or destruction
of property in any one occurrence.
C. Such insurance, per Section II B above, shall include Licensor as a
Named Insured so as to provide first party and first dollar coverage to Licensor
for any liability, including cost of defense incurred by Licensor as a result of
or in any way arising out of or connected with any activity or operation of
Licensee hereunder involving its exercise of any right or privilege pursuant to
this License, specifically including claims by employees or contractors of
Licensee.
D. Upon request, Licensee shall furnish Licensor certificates of the
insurance required in the above sections, which shall be in a form satisfactory
to Licensor. Such certificates shall contain a cancellation provision (shown in
the attached Appendix 3) which provides that
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thirty (30) days written notice, by registered or certified mail, shall be given
to Licensor prior to cancellation of or material change in the coverage.
E. All such insurance required above shall provide coverage for occurrence
arising from Licensee's operations pursuant to the pole attachment agreement and
for a period of two (2) years after Licensee has ceased use of Licensor's
facilities. In the event that any insurance as required herein is available only
on a "claims-made" basis, such insurance shall provide for a retroactive date
not later than the effective date of the pole attachment agreement. If the
purchase of an "optional extension period", "optional claims reporting period"
or other similarly titled clause is necessary to maintain coverage as required
hereunder, such clause shall provide coverage for all occurrences as required
herein, aggregate limits of such insurance shall be reinstated to the full
extent permitted by such insurance policy and shall provide coverage for all
claims made during the period of Licensee's use of Licensor's facilities and
thereafter as required above. The limits of liability of such insurance as
required herein shall remain unimpaired to the full extent permitted by such
insurance policy, and Licensee shall execute all procedures necessary to remove
any such impairment.
Failure of Licensee to provide insurance as herein required or failure of
Licensor to require evidence of insurance or to notify Licensee of its breach
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of any of the requirements of this paragraph shall not be deemed to be a waiver
by Licensor of any of the terms and conditions of the pole attachment agreement,
nor shall they be deemed to be a waiver of the obligations of Licensee to
defend, indemnify, and hold harmless Licensor as required herein. All insurance
as required herein shall be primary to any other insurance coverage purchased
and shall be issued by an insurance company licensed to do business in the State
of Georgia and shall have a Best's Rating of not less than "A". and a net
surplus of not less than $25,000,000. Licensee's obligation to provide for the
continuation of such insurance shall survive termination of Licensee's use of
Licensor's facilities.
F. The above insurance requirements are minimum requirements and shall not
limit Licensee's liability to Licensor in any manner.
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APPENDIX 2
Form of Bond For Pole Attachment Agreements
KNOW ALL MEN BY THESE PRESENTS:
That American Cable Company, as Principal, hereinafter called Principal,
and ACHC as Surety, hereinafter called Surety, are held and firmly bound unto
Georgia Power Company, Atlanta, Georgia, hereinafter referred to as the Company,
in the penal sum of Twenty-Five Thousand and No/100th Dollars ($25,000.00),
lawful money of the United States of America, to the payment of which well and
truly to be made, Principal and Surety bind themselves, their heirs, executors,
administrators, successors and assigns, jointly and severally, firmly by these
presents.
WHEREAS, Principal executed an agreement on the 21st day of May, 1990, the
rights and duties of which shall become fully binding and effective only upon
the date of execution by the Company (Company's execution being conditioned upon
Principal satisfying certain financial responsibility requirements established
by the Company, of which this surety agreement is a part), whereby the Company
will permit the Principal to attach its lines to the poles of the Company in a
specified territory, which agreement is by reference made a part hereof and is
hereinafter referred to as the Agreement.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if, after
full execution of the Agreement by both Principal and Company, Principal (and
its successors and assigns if prior approval of the
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transfer of the Agreement to the successors and/or assigns is given by the
Company) shall in all particulars faithfully and promptly perform, fulfill and
keep each and all of the terms, covenants and conditions of the Agreement,
including, but not limited to, the payment of all amounts due to Company for
rentals, fees, and all work performed and expenses incurred under the terms and
conditions of the Agreement, which on the part of said Principal ought to be
performed, fulfilled and kept according to the true meaning and intent of the
Agreement, then this obligation shall be null and void; otherwise, it shall
remain in full force and effect.
The initial term of this obligation is one (1) year from and including the
date of execution hereof and this obligation shall not be cancelled, altered or
modified by Surety during said one (1) year term or any part thereof after
Principal has made attachments under the terms of the Agreement; and this
obligation shall be automatically renewed for successive one (l) year terms
without limit on the number of such terms unless Surety gives Company, by
certified or registered mail, written notice of its intent to cancel, alter or
modify this obligation not less than sixty (60) days prior to the end of the
initial or any succeeding term of this obligation; provided, in the event
Principal makes its first attachment under the terms of the Agreement more than
eighteen (18) months after the execution of this obligation, then the initial
term of this obligation shall be extended so that it shall not end until one (1)
year from the date Principal makes such first attachment.
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IN WITNESS WHEREOF, the Principal and Surety have hereunto set their hands
and seals this the 21st day of May, 1990.
American Cable Company
Principal
(SEAL) By:
----------------------------------
President
(SEAL) American Cable Holding Company
Surety
By:
----------------------------------
Title
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APPENDIX 3
AGREEMENT NOT TO CANCEL WITHOUT NOTIFICATION TO:
Georgia Power Company
It is agreed that in the event of the intended cancellation or termination
of this policy or an intended reduction of the coverages of this policy, or any
other intended action by the insurer that has the effect of limiting or reducing
the scope and extent of the coverages of this policy, the insurer shall, by
certified or registered letter, or letter delivered by messenger, mail or
deliver written notice of such intended action or actions to the Insured and to
Georgia Power Company, 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 and the
Insurer shall not thereafter take such intended action or actions until thirty
(30) days after the latest date shown on the return receipts of the registered
or certified letters of notification, or until thirty (30) days after the latest
acknowledged date of receipt of the letters of notification delivered by
messenger.
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EXHIBIT "A"
APPLICATION AND PERMIT
Date:____________________________
In accordance with the terms of the CATV Pole Attachment Agreement dated
_________________________________, application is hereby made for
_______________________________________________(Licensee) to make attachments to
the following poles as described below: Number of Poles Attached
____________________
Location(s):
Additional Information, if needed:
By:
Title:__________________________________
The permit to attach to the above mentioned poles is hereby granted
__________________________________, 19 __. subject to the terms of the Pole
Attachment Agreement.
GEORGIA POWER COMPANY
By:
Title:_________________________________
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EXHIBIT B-1
[A DIAGRAM OF A SINGLE COMMUNICATION/SIGNAL TYPE
ATTACHMENT APPEARS HERE]
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EXHIBIT B-2
[A DIAGRAM OF A MULTIPLE COMMUNICATION/SIGNAL TYPE
ATTACHMENT APPEARS HERE]
30
EXHIBIT B-3
[A DIAGRAM OF A COMMUNICATION/SIGNAL TYPE
ATTACHMENT CLEARANCE FROM TRANSFORMER
OR OTHER GROUNDED EQUIPMENT APPEARS HERE]
31
EXHIBIT B-4
[A DIAGRAM OF A COMMUNICATION/SIGNAL TYPE
ATTACHMENT CLEARANCE FROM OUTDOOR LIGHT APPEARS HERE]
32
EXHIBIT B-5
[A DIAGRAM OF A COMMUNICATION/SIGNAL TYPE ATTACHMENT
CLEARANCE MID-SPAN APPEARS HERE]
33
EXHIBIT B-6
[A DIAGRAM OF A COMMUNICATION/SIGNAL TYPE ATTACHMENT
C.A.T.V. POWER SUPPLY INSTALLATION APPEARS HERE]
34
EXHIBIT B-7
[A DIAGRAM OF A COMMUNICATION/SIGNAL TYPE ATTACHMENT
CLEARANCE-SERVICE DROP APPEARS HERE]
35
EXHIBIT B-8
[A DIAGRAM OF A PRESERVATIVE BANDAGE FOR WOOD POLE
APPEARS HERE]
36
EXHIBIT B-9
[A DIAGRAM OF IDENTIFICATION OF C.A.T.V. CABLES
APPEARS HERE]
37
EXHIBIT B-10
APRIL 1990
CATV MAKE-READY AND INSPECTION CHARGE
BACKGROUND
Cost Accounting Research has investigated the feasibility of billing CATV
operators and initial make-ready and inspection charge for future pole
attachments and recommends that this procedure be implemented. This charge will
recover costs incurred by district engineers to inspect CATV routes prior to and
after construction. Currently, the cost of make-ready and inspection work is not
recovered through the FCC attachment rate.
APPLICATION
The hourly charge of $51.50 is applied to the number of hours, actual or
estimated, to perform the work. The resulting amount is billed to the cable
operators utilizing a receivable only job order.
CALCULATION
A weighted average hourly salary was calculated for distribution engineers,
associates, and field estimators. Job order overheads are applied as follows:
Labor $23.90
Fringe Benefits @ 32.60% 7.79
E & S @ 59.98% 13.62
A & G @ 11.60% 2.77
Light Truck - per hour of possession 1.79
Mileage (10 miles @ .16) 1.60
------
TOTAL.............. $51.50
This cost should be reviewed annually.
POLE COUNT COST
The cost of poles count shall be in accordance with cost shown above or at rate
provided for in Georgia Power Company contract of pole counts.
Present Rates .39/pole
Where more than one (1) CATV company or telephone company is attached,
cost shall be shared equally between/among the licensees.
38
EXHIBIT B-11
APRIL 1990
COST OF TRANSFERS
These costs are estimated for a Georgia Power Company three-man (3) crew
to include lead lineman, lineman, and WTO. It is the intent of Georgia Power
Company to recover our average cost. Crews will transfer existing facilities if
possible and reconnect bonding wires to the pole ground. We are estimating 15
minutes as an average to do this work.
Cost for Three-Man Crew with Equipment $39.00
Materials Required -0-
------
TOTAL.............. $39.00
tvj/khm
39
EXHIBIT C
CALCULATIONS USING FERC FORM NO. 1 DATA
NET COST A/C 364 Accumulated
OF A = Gross Pole - Depreciation - Deferred Income - .15 of Net Pole
BARE POLE Investment Reserve (Poles) Taxes (Poles)* Investment**
------------------------------------------------------------------
Number of Poles
DEPRECIATION = Depreciation Rate Gross Pole Investment
EXPENSE for Gross Pole ----------------------
Investment X Net Pole Investment**
ADMINISTRATIVE = Total Administrative and General Expenses
EXPENSE --------------------------------------------------------------------------
Gross Plant Investment - Depreciation Reserve - Accumulated
(Electric Plant)*** (Electric Plant) Deferred Income Taxes
(Electric Plant)*
MAINTENANCE = A/C 593
EXPENSE --------------------------------------------------------------------------
Investment in - Depreciation in - Accumulated
A/Cs 364 + 365 + 369 A/Cs 364 + 365 + 369 Deferred Income Taxes
Related to A/Cs 364 +
365 + 369*
NORMALIZED
TAXES
(EXPRESSED
AS A PERCENTAGE = A/C (408.1 + 409.1 + 409.1 + 410.1 + 411.4) - 411.1
OF NET PLANT ------------------------------------------------------------
INVESTMENT) Gross Plant - Depreciation Reserve - Deferred Income
(Total)*** Taxes*
* In the calculations using FERC Form No. 1 data and FCC Form M data, we
are treating deferred taxes as most state commissions do - as a rate
base deduction. If the state utility commission includes the reserve for
deferred income taxes in the utility's capital structure at zero cost,
we would not need to make any further adjustment. See paras. 42 to 48
and note 16, supra.
** For purposes of these calculations Net Pole Investment equals Gross Pole
Investment minus the Depreciation Reserve Related to Poles minus
Accumulated Deferred Income Taxes Related to Poles.
*** For companies which have multiple operations, such as gas, electric
and/or nuclear power, the Commission, in calculating the administrative
expenses component, utilizes only the investment relating to electric
operations. However, in the computation of the taxes component, the
total gross plant investment of all of the company's operations is
utilized. The taxes paid by the utility generally relate to its entire
operations.
40
EXHIBIT C
CALCULATIONS USING FCC FORM M DATA
------------------------------------------------------------
NET COST A/C 241 Accumulated
OF A = Gross Pole - Depreciation - Deferred Income - .05 of Net Pole
BARE POLE Investment Reserve (Poles) Taxes (Poles)* Investment**
-------------------------------------------------------------
Number of Poles
DEPRECIATION = A/C 608
EXPENSE Depreciation Rate for X Gross Pole Investment
Gross Pole Investment ---------------------
Net Pole Investment**
ADMINISTRATIVE = Total Administrative and General Expenses
--------------------------------------------------------------------
EXPENSE Gross Plant - Plant Depreciation - Accumulated Deferred
Investment Reserve (Acct 171) Income Taxes (Plant)
(Acct 176.1)*
MAINTENANCE = Account 602.1*** [/s/ THIS ACCT SHOULD BE 601.1]
---------------------
EXPENSE Net Pole Investment**
NORMALIZED
TAXES
(EXPRESSED
AS A PERCENTAGE = A/C (304 + 306 + 307 + 308.1 + 308.2) - 309
OF NET PLANT ------------------------------------------------------------------
INVESTMENT) Gross Plant - Plant Depreciation Reserve - Accumulated
Deferred Income
Taxes (Plant)
(Acct 176.1)*
**** This account (601.1) relates directly to pole maintenance and no
further calculation is necessary. See Group W Cable, Inc. v.
Wisconsin Telephone Co., Mimeo No. 4474 (released May 30, 1984).
00
XXXXXXX X
XXXXXXXX X
ACCOUNT NO. NAME LOCATION
FERC 364 Poles, Towers & Fix- p, 203, line 59, col. g
tures
FERC 365 Overhead Conductors p. 203, line 60, col.
FERC 369 Services p. 203, line 64, col. g
FERC 593 Maintenance of Over- p. 322, line 118, col. b
head Lines
FERC 408.1 Taxes Other Than p. 114, line 11, col. c
Income Taxes
FERC 409.1 Income Taxes - Federal p. 114, line 12, col. c
FERC 409.1 Income Taxes - Other p. 114, line 13, col. c
FERC 410.1 Deferred Income Taxes p. 114, line 14, col. c
FERC 411.1 Deferred Income Taxes p. 114, line 15, col. c
(credit)
FERC 411.4 Investment Tax Credit p. 114, line 16, col. c
Adj.
Depreciation p. 200, line 22, col. b
Total Administrative
and General Expenses p. 323, line 167, col. b
Gross Plant Investment p. 200, line 7, col. b
Depreciation Rate for
Accounts 364, 365 and p. 336, col. c
369
Investment in Accounts
364, 365 and 369 p. 203, lines 59 & 60
& 64, col. g
FCC FORM M 100.1 Telephone Plant in Ser- p. 12, line 1, col. c
vice
FCC FORM M 171 Depreciation Reserve p. 12, line 7, col. c
FCC FORM M 176.1 Deferred Income Taxes p. 13, line 83, col. c
(Accum.)
FCC FORM M 241 Pole Lines Investment p. 19, Sch 12A, col. h
FCC FORM M 304 Investment Credits p. 16, line 5, col. b
FCC FORM M 306 Federal Income Taxes, p. 16, line 6, col. b
Operating
FCC FORM M 307 Other Operating Taxes p. 16, line 7, col. b
FCC FORM M 308.1 Operating Federal
Income Taxes
Deferred - Accelerated
Tax Depreciation p. 16, line 8, col. b
FCC FORM M 308.2 Operating Federal
Income Taxes
Deferred - Other p. 16, line 9, col. b
FCC FORM M 309 Income Credits and
Charges Resulting
from Prior Deferral of
Federal Income Taxes p. 16, line 10, col. b
FCC FORM M 608 Depreciation Rate for
Account 241 p. 32, Sch. 14C, col. d
FCC FORM M 601.1 Repair for Pole Lines p. 56, Sch. 35, Oper.
Exp, line 1
Depreciation Reserve
for Account 241 p. 30, Sch. 14B
Gross Plant Investment p. 12, Sch. 10, line 1,
col. c
Total Administrative
and General Expenses p. 57, line 56, col. b +
p. 57, line 67, col. b
APPENDIX C
Subpart J of Chapter I of title 47 of the Code of Federal Regulations is amended
to read as follows:
1.The authority citation for Part 1 continues to read as follows:
Authority: Xxxx. 0, 000, 00 Xxxx. 0000, 1082, as amended; 00 X.X.X. 000,
000; Implement, 5 U.S.C. 552, unless otherwise xxxxx.XX
2.Section 1.1402 is amended by revising paragraphs (d) and (e) to read as
follows:
SECTION 1.1402. DEFINITIONS
* * * * *
(d) The term "complaint" means a filing by a cable television system operator,
a cable television system association, a utility, or an association of utilities
alleging that a rate, term, or condition for a pole attachment is not just and
reasonable.
(e) The term "complainant" means a cable television system operator, a cable
television system association, a utility, or an association of utilities who
files a complaint.
* * * * *
3.Section 1.1404 is amended by revising paragraph (a), (x0), (x0), (x0), (x0),
(x0), (x0), (x00), (h) and (i) to read as follows:
SECTION 1.1404. COMPLAINT
(a) The complaint shall contain the name and address of the complainant, name
and address of the respondent, and shall contain a verification (in the form in
Section 1.721(b)), signed by the complainant or officer thereof if complainant
is a corporation, showing complainant's direct interest in the matter complained
of. Counsel for the complainant may sign the complaint. Complainants may join
together to file a joint complaint. Complaints filed by associations shall
specifically identify each utility or cable television company who is a party to
the complaint and shall be accompanied by a document from each identified member
certifying that the complaint is being filed on its behalf.
* * * * *
(d)(1) A statement that the utility uses or controls poles, ducts, or conduits
used or designated, in whole or in part, for wire communication; and
(d)(2) A statement that the cable television operator currently has attachments
on the poles.
* * * * *
(g)(2) The investment in crossarms and other items which do not reflect the
cost of owning and maintaining poles, if available;
* * * * *
(g)(4) The depreciation reserve from the investment in crossarms and other
items which do not reflect the cost of owning and maintaining poles, if
available;
(g)(5) The total number of poles: (i) owned; and (ii) controlled or used by the
utility. If any of these poles are jointly owned, the complaint shall specify
the number of such jointly owned poles and the percentage of each joint pole or
the number of equivalent poles owned by the subject utility;
42
EXHIBIT D
Repeated late payments subject Licensee to a one and one-half percent (1-1/2%)
late fee that will be applied monthly to the outstanding balance.
