LICENSE AGREEMENT
FOR
POLE ATTACHMENTS AND/OR CONDUIT OCCUPANCY
DATED: MARCH 4, 1997
BETWEEN
BELLSOUTH TELECOMMUNICATIONS, INC.
(LICENSOR)
AND
IWL COMMUNICATIONS, INCORPORATED
(LICENSEE)
BELLSOUTH LICENSE AGREEMENT NUMBER - LA1C971001
CONTENTS
ARTICLE PAGE
Preface 1
I Definition 2
II Scope of Agreement 4
III Fees and Charges 5
IV Advance Payment 6
V Specifications 7
VI Legal Requirements 8
VII Issuance of Licenses 9
VIII Make-Ready Work 10
IX Construction, Maintenance and Removal of
Licensee's Facilities 13
X Construction, Maintenance and Removal of
Licensor's Facilities and Accommodation of Joint Users and
Governmental Entities 16
XI Termination of Licenses 17
XII Inspection of Licensee's Communications Facilities 18
XIII Unauthorized Attachment, Utilization, or Occupancy 19
XIV Security Interest 20
XV Liability and Damages 21
XVI Insurance 23
XVII Authorization Not Exclusive 24
XVIII Assignment of Rights 24
XIX Failure to Enforce 24
XX Termination of Agreement 25
XXI Term of Agreement 27
XXII Notices 27
XXIII Choice of Law 28
XXIV Supersedure of Previous Agreement(s) 28
XXV Severability 28
APPENDICES
I Schedule of Fees and Charges
II Multiple Pole Attachment and Conduit Occupancy
License Applications
III Anchors and Guys
IV Attachment Transfer Rate Schedule
EXHIBITS
I Administrative Forms and Notices
II NonDiscrimination Compliance Agreement
III Conflict of Interest Agreement
IV NonDisclosure Agreement
V Transfer of Ownership
VI Emergency Procedures for Manhole Entry Transfer of Ownership
VII IWL Communications, Incorporated Subsidiary Companies
LICENSE AGREEMENT
THIS AGREEMENT, executed this 4th day of March, 1997, between BELLSOUTH
TELECOMMUNICATIONS, INC., a corporation organized and existing under the laws of
the State of Georgia, hereinafter called Licensor, and IWL COMMUNICATIONS,
INCORPORATED, a corporation organized and existing under the laws of the State
of DELAWARE, hereinafter called Licensee;
W I T N E S S E T H:
WHEREAS, Licensee proposes to furnish communications services in the
State(s) of LOUISIANA; and
WHEREAS, Licensee desires to place and maintain aerial and underground
communications facilities within the area described above and further desires to
place such communications facilities on Pole(s), Anchor(s), and in the Conduit
System of Licensor; and
WHEREAS, Licensor is willing to permit, under certain conditions, on a
revocable, non-exclusive license basis, to the extent it may lawfully do so, the
placement of Licensee's Communications Facilities on or within Licensor's
facilities where reasonably available in the area described above and where such
use will not interfere with Licensor's Service Requirements, including
considerations of economy and safety, or the Service Requirements of those
parties with which Licensor has Joint User arrangements or the use of its
facilities by others;
NOW THEREFORE, in consideration of the mutual covenants, terms and
conditions herein contained, the parties do hereby mutually covenant and agree
as follows;
1
ARTICLE I
DEFINITIONS
As used in this Agreement:
A) AGREEMENT
This license agreement for pole attachments and/or conduit occupancy,
together with all appendices, exhibits, and written notices of fees and
charges, the terms of which are specifically incorporated by reference
herein.
B) ANCHOR
An assembly (rod and fixed object or plate owned by the Licensor or by
others), designed to resist the pull of a Xxx Xxxxxx, for which the
Licensor is responsible for authorizing the attachment of Licensee's
communication facilities (see Appendix III).
C) CONDUIT
A structure, usually underground, containing one or more Ducts.
D) CONDUIT OCCUPANCY
Occupancy of a Conduit System by any item of Licensee's Communications
Facilities.
E) CONDUIT SYSTEM
Any combination of Ducts, Conduits, Manhole(s), handholes, and vaults
joined to form an integrated whole, which is owned solely or in part by the
Licensor.
F) DUCT
A single enclosed raceway for wire conductors or cables.
G) XXX XXXXXX
A metal cable attached to a Pole and Anchor (or another Pole) for the
purpose of increasing Pole stability.
H) JOINT OWNER
A person, firm, corporation or other legal entity sharing ownership of a
Pole and/or Anchor with Licensor.
I) JOINT USER
A Joint User which may attach to a Pole or Anchor or occupy a Conduit
either solely or partially owned by the Licensor, in return for granting
the Licensor equivalent rights of attachment to Pole(s), Anchor(s) and/or
occupancy of Conduit which it owns, either solely or partially.
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J) LICENSEE'S COMMUNICATIONS FACILITIES
All facilities, including but not limited to cables, equipment and
associated hardware, owned and utilized by the Licensee which are attached
to a Pole or Anchor or occupy a Conduit System.
K) MANHOLE
A subsurface enclosure which personnel may enter and use for the purpose of
installing, operating, maintaining and repairing communications facilities.
L) MAKE-READY WORK
All work, including but not limited to rearrangement and/or transfer of
existing facilities, replacement of a Pole or other changes required to
accommodate the Licensee's Communications Facilities on a Pole, Anchor or
in a Conduit System.
M) PRELICENSE SURVEY
All work required, including field inspection and administrative
processing, to determine the Make-Ready Work necessary to accommodate
Licensee's Communications Facilities on a Pole, Anchor or in a Duct.
N) POLE
A Pole owned by the Licensor and/or by others for which Licensor is
responsible for authorizing the attachment of Licensee's Communications
Facilities.
O) POLE ATTACHMENT
Any attachment which, when affixed to a pole in accordance with Article V
of this Agreement, occupies no more than twelve (12) inches (including
clearances) of vertical pole space.
P) SERVICE REQUIREMENTS
Are multitudes of situations causing activity on the part of either party's
employees. Activity of importance to this agreement includes new
construction, removal of existing facilities and transfer, and/or
rearrangement of existing facilities. This activity may be caused by, but
is not limited to, increased plant retirements, emergencies, third party
attachment(s), changes in plans, changes in nature of circuits, changes in
electronics, etc.
Q) REARRANGEMENT OF ATTACHMENTS
Is the moving of attachments from one position to another on the same Pole
or in the same Conduit System.
R) TRANSFER OF ATTACHMENTS
Is the removing of attachments from one Pole and placing of these onto
another Pole or moving of attachments from one location in the Licensor's
Conduit System to another location in the Licensor's Conduit System.
3
ARTICLE II
SCOPE OF AGREEMENT
A) Subject to the provisions of this Agreement, Licensor agrees to issue to
Licensee revocable, non-exclusive licenses authorizing the attachment of
Licensee's Communications Facilities to Pole(s) or Anchor(s), or the
placement of Licensee's Communications Facilities in Licensor's Conduit
System within the state(s) of LOUISIANA.
B) No use, however extended, of Pole(s), Anchor(s), or Conduit Systems or
payment of any fees or charges required under this Agreement shall create
or vest in Licensee any easements or any other ownership of property rights
of any nature in such Pole(s), Anchor(s), or Conduit Systems. Licensee's
rights herein shall be and remain a mere license. Neither this Agreement
nor any license granted hereunder shall constitute an assignment of any of
Licensor's rights to use the public or private property at locations of
such Pole(s), Anchor(s), and Conduit Systems.
C) Licensor's rights to locate and maintain its Pole(s), Anchor(s), and
Conduit Systems and to operate its facilities in conjunction therewith in
such a manner as will best enable it to fulfill its own Service
Requirements is in no manner limited by this Agreement.
D) Nothing contained in this Agreement shall be construed to compel Licensor
to construct, reconstruct, modify, retain, extend, place or maintain any
Pole, Anchor, Duct, or other facility for use by the Licensee not needed
for Licensor's own Service Requirements.
E) Nothing contained in this Agreement shall be construed as a limitation,
restriction, or prohibition against Licensor with respect to any Joint User
agreement or arrangement which Licensor has heretofore entered into, or may
in the future enter into, with others not parties to this Agreement
regarding the Pole(s), Anchor(s), and Conduit Systems covered by this
Agreement. The rights of Licensee shall at all times be subject to any
such existing and future agreement or arrangement with any such Joint User.
4
ARTICLE III
FEES AND CHARGES
A) Licensee shall pay to Licensor all fees and charges applicable in
connection with the attachment of its communications facilities to a Pole,
Anchor, or occupancy of a Conduit System as specified in APPENDIX I.
Licensee may engage in all lawful communications activities; provided those
attachments to Licensor's facilities which do not constitute pole
attachment(s) by a cable television system within the meaning of 47 U.S.C.
Section 224 a(4) shall be assessed a Pole rental equal to that assessed
other communications providers attaching to Licensor's facilities in the
same state(s) of LOUISIANA.
Where Licensor's communications facilities are attached to Pole(s) or
Anchor(s) owned by power distribution companies or authorities or any other
company or authority and where pre-survey and/or Make-Ready Work is
required by Licensor on said Pole(s) to accommodate Licensee's facilities,
Licensee shall pay the Licensor for all such work in accordance with the
provisions of this Agreement in the same manner as if the Pole(s) or
Anchor(s) belonged to Licensor.
B) Except as herein otherwise expressly provided, Licensee at its own expense
shall place, maintain, rearrange, transfer and remove its own
attachment(s), and shall at all times perform such work promptly and in
such a manner as not to interfere with work or service being performed by
the Licensor or other Joint User(s). The Licensor shall provide written
notice to the Licensee that such transfer, rearrangements, or removals must
be completed.
C) Non-payment of any amount due under this Agreement shall constitute a
default by Licensee of this Agreement subject to the provisions of Article
XX.
D) At the expiration of six (6) months from the date of this Agreement,
changes in the amount of the fees and charges specified in Appendix I and
Appendix IV may be made by Licensor upon at least sixty (60) days prior
written notice to Licensee, and Licensee agrees to pay such changed fees
and charges. Changes in fees and charges will be provided to Licensee by
Licensor via written letter specifying effective date of said changes in
fees and charges. Notwithstanding any other provision of this Agreement,
Licensee may terminate this Agreement at the end of such notice period if
the change in fees and charges is not acceptable to Licensee, by giving
Licensor written notice of its election to terminate this Agreement at
least 10 days prior to the end of such notice period.
E) Licensee shall pay all applicable fees and charges due within thirty (30)
days after receipt of the xxxx. Late payments will subject Licensee to a
one and one-half per cent (1 1/2%) late fee assessed monthly on outstanding
unpaid balance.
F) Amendments to fees and charges shall be effected by written notification
provided sixty (60) days in advance of effective date; notification shall
become a part of and be governed by the terms and conditions of this
Agreement.
5
ARTICLE IV
ADVANCE PAYMENT
A) Licensee shall make an advance payment to the Licensor prior to:
1) any undertaking by Licensor of a Prelicense Survey or the
administrative processing portion of such a survey in an amount
specified by Licensor sufficient to cover the estimated charges for
completing the specific work operation required, and
2) performance by Licensor of any Make-Ready Work required in an amount
specified by Licensor sufficient to cover the estimated charges for
completing the required make-ready work.
B) The amount of the advance payment required (Exhibit I, Form B-1) will be
credited against the payment due the Licensor for performing the Prelicense
Survey or portion thereof and/or Make-Ready Work or having it performed by
others.
C) Where the advance payment is less than the charge by the Licensor for such
work, Licensee agrees to pay Licensor within thirty (30) days of receipt of
the xxxx all sums due in excess of the amount of the advance payment.
D) Where the advance payment exceeds the charge by the Licensor for such work
Licensor shall refund within thirty (30) days of issuance of the xxxx the
difference to Licensee.
E) When the amounts referenced in paragraphs C and D are less than $50.00,
such amounts shall be considered de minimus and no adjustment will be
necessary.
6
ARTICLE V
SPECIFICATIONS
A) Licensee's Communications Facilities shall be placed and maintained in
accordance with the requirements and specifications of the current editions
of the Xxxx System Manual of Construction Procedures (Blue Book), the
National Electrical Code (NEC), the National Electrical Safety Code (NESC),
all of which are incorporated by reference in this Agreement, the rules
and regulations of the Occupational Safety and Health Act (OSHA) and any
governing authority having jurisdiction over the subject matter. Where a
difference in specifications may exist, the more stringent shall apply.
B) If any part of Licensee's Communications Facilities is not placed and
maintained in accordance with A) preceding, and Licensee has not corrected
the violation within thirty (30) days from receipt of written notice
thereof from Licensor, Licensor may at its option correct said condition.
Licensor will attempt to notify Licensee in writing prior to performing
such work whenever practicable. However, when the Licensor requires
immediate access to the Pole(s) or Conduits for its own construction or
maintenance activities, or in the reasonable opinion of the Licensor, the
conditions pose an unacceptable working environment or unsafe conditions
for employees or the public or otherwise interfere with the performance of
the Licensor's then and existing current Service Requirements, or pose a
threat to the physical integrity of the Licensor's facilities, the Licensor
may perform such work and/or take such action that it deems necessary
without first giving written notice to the Licensee and without subjecting
itself to any liability. As soon as practicable thereafter, Licensor will
advise Licensee in writing of the work performed or the action taken and
will endeavor to arrange for reaccommodation of Licensee's facilities so
affected. The Licensee shall be responsible for paying the Licensor for all
costs incurred by the Licensor for all work, action, and reaccommodation
performed by Licensor under this subsection.
7
ARTICLE VI
LEGAL REQUIREMENTS
A) Licensee shall be responsible for obtaining from the appropriate
governmental and/or private authority any required authorization to
construct, operate and/or maintain its communications facilities on public
and/or private property before it attaches its communications facilities to
Pole(s) and Anchor(s) or occupies Conduit located on such public and/or
private property. Such authorizations, where applicable, may include, but
are not necessarily limited to, franchise agreements, certificates of
public convenience and necessity to provide service to the public and
appropriate easements or right of way permits for location of facilities.
In the absence of evidence satisfying the above, Licensor reserves the
right to revoke or refuse to issue a license.
B) No license granted under this Agreement shall extend to any Pole, Anchor, or
portion of a Conduit System where the attachment or placement of Licensee's
Communications Facilities would result in a forfeiture of rights of
Licensor, or Joint User(s), to occupy the property on which such Pole(s),
Anchor(s), or Conduit Systems are located. If the existence of Licensee's
Communications Facilities on a Pole, Anchor, or in a Conduit System would
cause a forfeiture of the right of the Licensor or Joint User, or both, to
occupy such property Licensee agrees to remove its communications
facilities forthwith upon receipt of written notification from the
Licensor. If said communications facilities are not so removed, Licensor
may perform and/or have performed such removal after the expiration of
sixty (60) days from the receipt of said written notification without
liability on the part of the Licensor and Licensee agrees to pay Licensor
or Joint User or both, the cost thereof and for all losses and damages that
may result; provided, however, that should the existence of Licensee's
Communications Facilities on a Pole, Anchor or Xxx Xxxxxx, or in a Conduit
System cause the forfeiture of rights by Licensor and/or a Joint User,
Licensee shall be required to remove its communications facilities only in
the event that it is unable to cure the problem by obtaining the required
private and/or public authorization prior to the expiration of the
stipulated sixty (60) day time period; provided, however, that where such a
situation cannot reasonably by corrected in such sixty (60) day time
period, if Licensee shall proceed promptly to correct the same and
prosecute such correction with due diligence, the time for correction shall
be extended or such period of time as may be necessary to complete such
correction. Licensee agrees to indemnify, defend and save harmless
Licensor from and against any legal action or any cost resulting from such
legal action brought against it as a result of Licensee's actions in
connection with the exercise of its rights under this Article VI(B).
C) Licensee shall abide by
(1) NonDiscrimination Compliance Agreement as set forth in Exhibit II
(2) Conflict of Interest Agreement as set forth in Exhibit III
(3) NonDisclosure Agreement as set forth in Exhibit IV
8
ARTICLE VII
ISSUANCE OF LICENSES
A) Before Licensee shall attach to any Pole or Anchor, or occupy any portion
of a Conduit System, Licensee shall make written application for and have
received a written license from the Licensor. (Exhibit I, Forms A-1 and A-2
and/or D-1 through D-4).
B) Licensee agrees to limit the filing of applications for Pole Attachment
licenses to include not more than 300 Pole(s) or 300 associated Anchor(s)
on any one application and 1500 Pole(s) or 1500 associated Anchor(s) on all
applications which are pending approval by Licensor at any one time. Such
limitations will apply to Pole(s) and Anchor(s) located within a single
district of Licensor. Licensor, in its sole judgment, may permit the
preceding limitations to be exceeded if so requested in writing by the
Licensee when the circumstances of a particular job warrant such. Licensee
further agrees to designate a desired priority of completion of the
Prelicense Survey and Make-Ready Work for each application relative to all
other of its applications on file with Licensor at the same time.
9
ARTICLE VIII
MAKE-READY WORK
A) POLE(S) AND ANCHOR(S), GUY(S)
1) When an application for attachment (Exhibit I, Form A-1) to a Pole or
Anchor is submitted by Licensee, a Prelicense Survey will be required
to determine the adequacy of the existing Pole(s) and Anchor(s) to
accommodate Licensee's Communications Facilities.
2) The field inspection portion of the Prelicense Survey, which requires
the visual inspection of existing Pole(s) and Anchor(s) will be
performed by a representative of the Licensor. Joint User(s) and/or
Licensee may participate in the field inspection at the option of the
Licensee. The administrative processing portion of the Prelicense
Survey, which includes the processing of the application, the
preparation of the Make-Ready Work orders, the coordination of work
requirements and schedules with Joint User(s) and other attachees will
be performed by the Licensor.
a) Before the Licensor performs any portion of the Prelicense
Survey, the Licensor will advise the Licensee in writing of the
estimated charges that will apply and receive written
authorization and advance payment, as provided for Article IV,
from the Licensee (Exhibit I, Form B-1). Licensee shall have
ninety (90) days from receipt of Form B-1 to make the required
payment and indicate its written authorization for completion of
the required Prelicense Survey and acceptance of the resulting
charges. Failure to respond in the specified period will result
in cancellation of the application.
3) Licensor reserves the right to refuse to grant a license for
attachment to a Pole or Anchor, or utilization of an Anchor when
Licensor determines that the available capacity on such Pole, Anchor
and/or Xxx Xxxxxx is required for its exclusive use or that of a Joint
User or governmental entity with Pole Attachment rights and that the
Pole or Anchor may not reasonably be rearranged or replaced to
accommodate Licensee's Communications Facilities.
4) In the event Licensor determines that a Pole and/or Anchor to which
Licensee desires to attach, or an Anchor/Xxx Xxxxxx which Licensee
desires to utilize, is inadequate or otherwise needs rearrangement of
the existing facilities thereon to accommodate the Licensee's
Communications Facilities, Licensor will advise the Licensee in
writing of the estimated make-ready charges that will apply (Form B-1).
Licensee shall have ninety (90) days from the receipt of Form B-1 to
make the required payment and indicate its written authorization for
completion of the required Make-Ready Work and acceptance of the
resulting charges. Failure to respond in the specified period will
result in cancellation of the applications.
10
5) Make-Ready Work will be performed by the Licensor following receipt of
the required written authorization and advance payment from the
Licensee. Licensee shall pay the Licensor for all Make-Ready Work
completed in accordance with the provisions of this Agreement and
Licensee shall reimburse the owners of other facilities attached to
such Pole(s) and/or Anchor(s) for any expense incurred by them in
transferring or rearranging their facilities to accommodate Licensee's
Pole Attachment(s). Licensee shall not be entitled to any monies paid
to the Licensor for Pole or Anchor by reason of the use by the
Licensor, Joint User, governmental entity or other authorized
licensees of any additional capacity resulting from such replacement
or rearrangement.
6) License applications received by Licensor from two or more Licensees
for attachment to the same Pole, Anchor, or utilization of the same
Anchor will be processed by Licensor in accordance with the procedures
detailed in APPENDIX II.
7) Licensee shall notify Licensor whenever it is necessary for Licensor
to rearrange its existing facilities on a Pole or Anchor owned by
another party or transfer its facilities to a replacement Pole or
Anchor owned by another party in order to accommodate the Licensee.
The cost of such rearrangement and/or transfer will be included in the
Make-Ready Work for which Licensee shall pay Licensor.
B) CONDUIT SYSTEM
1) When an application for Conduit Occupancy is submitted
by the Licensee, a Prelicense Survey by the Licensor will be required
to determine the availability of the Conduit System to accommodate
Licensee's Communications Facilities. Licensor will advise the
Licensee in writing of the estimated charges that will apply for such
Prelicense Survey and receive written authorization and advance
payment (as provided for in Article IV) from the Licensee before
undertaking such a survey (Form B-1). A representative of the
Licensee may accompany the Licensor's representative on the field
inspection portion of such Prelicense Survey. Licensee shall have
ninety (90) days from receipt of Form B-1 to make the required payment
and indicate its written authorization for completion of the required
Prelicense Survey and acceptance of the resulting charges. Failure to
respond in the specified period will result in cancellation of the
application.
11
2) License applications received by Licensor from two or more Licensees for
occupancy of the same Conduit System will be processed by Licensor in
accordance with procedures detailed in APPENDIX II.
3) The Licensor retains the right, in its sole judgment, to determine the
availability of space in a Conduit System. In the event the Licensor
determines that rearrangement of the existing facilities in the Conduit
System is required before the Licensee's Communications Facilities can be
accommodated, Licensor will advise the Licensee in writing of the estimated
make-ready charges that will apply for such rearrangement work (Form B-1).
Licensee shall have ninety (90) days from the receipt of Form B-1 to make
the required payment and indicate its written authorization for completion
of the required Make-Ready Work and acceptance of the resulting charges.
Failure to respond within the specified period will result in cancellation
of the application.
4) In performing all Make-Ready Work to accommodate Licensee's Communications
Facilities, Licensor will endeavor to include such work in its normal work
load schedule.
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ARTICLE IX
CONSTRUCTION, MAINTENANCE AND REMOVAL OF
LICENSEE'S FACILITIES
A) Licensee shall, at its own expense, construct and maintain its
communications facilities on Pole(s) and/or Anchor(s), and in Conduit
Systems covered by this Agreement in a safe condition and in a manner
reasonably acceptable to Licensor, so as not to physically conflict or
electrically interfere with the facilities attached thereon or placed
therein by the Licensor, Joint User(s), or other authorized licensees, and
at all times in compliance with the specifications set forth in Article V.
B) Licensor may specify the point of attachment on each Pole or Anchor to be
occupied by Licensee's Communications Facilities. Where communications
facilities of more than one Licensee are involved, Licensor will attempt,
to the extent practical, to designate the same relative position on each
Pole or Anchor for each Licensee's Communications Facilities.
C) Licensee shall notify the Licensor in writing (Exhibit I, Form E) at least
thirty (30) days before adding to, lashing to, relocating, replacing or
otherwise modifying its Communications Facilities attached to Licensor's
facilities or Joint User facilities where Licensor's facilities are
affected. Maintaining existing facilities and installing or removing
service connections will not require prior authorization or notices. Where
Licensee has no other attachment(s), notification to Licensor of new
service connections is required.
D) The Licensee must obtain prior written authorization (Exhibit I, Form D or
Form F, as applicable) from the Licensor before the Licensee shall install,
remove or provide maintenance of its communication facilities in any of
Licensor's Conduit Systems. Licensor shall not withhold or delay such
authorization without good cause. Licensor retains the right to specify
what, if any, work shall be performed by Licensor at Licensee's expense in
a mutually acceptable time period.
For emergency situations, see Exhibit VI for procedure required to enter
BellSouth Manhole(s).
E) In each instance where Licensee's Communications Facilities are to be
placed in Licensor's Conduit System, Licensor shall designate the
particular Duct(s) to be occupied, the location and manner in which
Licensee's Communications Facilities will enter and exit Licensor's Conduit
System and the specific location and manner of installation for any
associated equipment which is permitted by Licensor to occupy the Conduit
System. Licensor reserves the right to exclude or limit the type, number
and physical size of Licensee's Communications Facilities which may be
placed in Licensor's Conduit System; provided, however, that Licensor shall
provide Licensee with a written explanation of any such exclusion or
limitation which may be imposed.
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F) Licensor's Manhole(s) shall be opened only as permitted by Licensor's
authorized employees or agents. Licensee shall be responsible for obtaining
any necessary authorization from appropriate authorities to open Manhole(s)
and conduct work operations therein. Licensee's employees, agents or
contractors will be permitted to enter or work in Licensor's Manhole(s)
only when an authorized employee or agent of Licensor is present or the
Licensor's authorized employee or agent as determined the Licensee's work
will not affect Licensor's equipment. Licensor's authorized employee or
agent shall have the authority to suspend Licensee's work operations in and
around Licensor's Manhole(s) if in the sole discretion of said employee or
agent, any hazardous conditions arise, any unsafe practices are being
followed, or the work may adversely affect Licensor's equipment by
Licensee's employees, agents, or contractors. Licensee agrees to pay
Licensor (at Licensor's option) the charges, based on the actual going-rate,
for having Licensor's employee or agent present when Licensee's work
is being done in and around Licensor's Manhole(s). The presence of
Licensor's authorized employee or agent is to protect the Licensor's
equipment and shall not relieve Licensee of its responsibility to conduct
all of its work operations in and around Licensor's Manhole(s) in a safe
and workmanlike manner, in accordance with the terms of this Agreement.
G) Licensee, at its expense, will remove its communications facilities from
Pole(s), Anchor(s), or portions of a Conduit System within sixty (60) days
after:
1) termination of the license covering such attachment or Conduit
Occupancy; or
2) the date Licensee replaces its existing facilities on a Pole with the
placement of substitute facilities on the same Pole or another Pole,
or replaces its existing facilities in one Duct with the placement of
substitute facilities in another Duct.
Licensee shall remain liable for and pay to the Licensor all fees and
charges pursuant to provisions of this Agreement until all of Licensee's
facilities are physically removed from such Pole(s), Anchor(s) and portions
of Conduit Systems.
If Licensee fails to remove its facilities within the specified period,
Licensor shall have the right to remove such facilities at Licensee's
expense and without any liability on the part of the Licensor for damage to
such facilities and/or without any liability for any interruption of
Licensee's services.
H) In the event Licensor desires at any time to abandon any of its Pole(s) on
which Licensee has a licensed attachment and is the only attachee, Licensor
shall give Licensee notice in writing to that effect at least sixty (60)
days prior to the date on which Licensor intends to abandon such Pole. At
the expiration of said period any license previously issued to Licensee by
Licensor will automatically terminate, and:
1) If no attachment(s) remain on such Pole, it shall be
removed by Licensor; or
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2) If the Licensor shall have no attachment(s) on such Pole but the
Licensee does, Licensor may, without liability, remove Licensee's
attachment(s) from such Pole and remove the Pole(s) unless:
a) Licensee presents to Licensor, for its files, a certified copy of
Licensee's recorded right-of-way to the land surrounding the Pole
in question, or
b) Licensee presents to Licensor, for its files, a copy of the
right-of-way permit issued by the controlling governmental
organization, and
c) Licensee accepts from Licensor and pays a xxxx for purchase of
the Pole in question at a price determined by the Licensor.
3) If (a) or (b) and (c) above are complied with, then, Licensor shall
transfer ownership of such Pole to Licensee, and Licensee shall
thereafter save harmless the Licensor from all obligations, liability,
damages, costs, expenses, or charges incurred because of, or arising
out of, the presence or condition of such Pole or any attachment(s)
thereto.
I) In the event Licensor desires at any time to abandon any of its Pole(s) on
which a Joint User has an attachment and on which Licensee has a licensed
attachment, Licensor shall give both parties sixty (60) days notice in
writing of such intent, unless the Joint Use Agreement applicable thereto
requires a longer period of notice to the Joint User, who shall be given
the notice according to the said Agreement's terms. At the expiration of
said notification period, any license previously issued by the Licensor to
the Licensee shall automatically terminate, and:
1) If no attachment(s) remain on such Pole, it shall be removed by
Licensor; or
2) If the Licensor shall have no attachment(s) on such Pole but the
Joint User and Licensee do, Licensor will transfer ownership of
said Pole to the Joint User in the manner described in the Joint
Use Agreement without further liability to the Licensor; or
3) If the Licensor shall have no attachment(s) on such Pole and the
Joint User shall have no attachment(s) on such Pole but the
Licensee does, Licensor may, without liability, remove the Pole
unless the conditions in H), 2) a) or b) and c) above are met.
J) When Licensee's Communications Facilities are removed from a Pole, Anchor
or Conduit System, no reattachment to the same Pole or Anchor or
replacement in the same portion of a Conduit System shall be made until:
1) The Licensee has first complied with all of the provisions of the
Agreement as though no such Pole or Anchor attachment or Conduit
Occupancy had previously been made, and
2) All outstanding charges due Licensor for such previous attachment
and/or occupancy have been paid in full.
K) Licensee shall advise Licensor in writing as to the date on which the
removal of its communications facilities from each Pole, Anchor, and/or
portion of Conduit System has been completed.
15
ARTICLE X
CONSTRUCTION, MAINTENANCE, REMOVAL OF
LICENSOR'S FACILITIES AND ACCOMMODATION
OF JOINT USER(S) AND GOVERNMENTAL ENTITIES
A) Should Licensor, Joint User or governmental entity having Pole or Anchor
accommodation rights, for its own Service Requirements, need to attach
additional facilities to any Pole(s) or Anchor(s) to which Licensee is
attached or avail itself of the holding capacity of an Anchor being
utilized by the Licensee, Licensee will either rearrange its facilities on
the Pole or Anchor or transfer them to a replacement Pole or Anchor, as
determined by Licensor so that the additional facilities of Licensor, Joint
User or governmental entity may be accommodated. The cost of such
rearrangement and/or transfer will be at the sole expense of the Licensee.
If Licensee does not rearrange or transfer its communications facilities
within thirty (30) days after receipt of written notice from Licensor
requesting such rearrangement or transfer, Licensor or Joint User may
perform or have performed such rearrangement or transfer without liability
on the part of Licensor or Joint User and Licensee shall be liable for the
full costs thereof.
B) Should Licensor or any governmental entity with whom Licensor has an
agreement granting such entity priority access to and/or occupancy of
Licensor's Conduit System need, or its own Service Requirements any of the
Conduit capacity occupied by Licensee's Communications Facilities and, if
Licensor advises Licensee that Licensee's Communications Facilities can be
accommodated otherwise in Licensor's Conduit System, Licensee shall be
required to rearrange its communications facilities in the manner
designated by the Licensor and at the expense of Licensee. If Licensee has
not so rearranged its communications facilities within thirty (30) days of
receipt of written notice from Licensor, Licensor may perform or have
performed such rearrangement without any liability on the part of the
Licensor and Licensee shall reimburse Licensor for the full costs thereof.
C) Notwithstanding the notice provisions set forth in Article X, paragraphs A
and B above, and in accordance with Article V, Licensor shall be authorized
to perform rearrangement and/or transfer work of Licensee's facilities in
order to meet Licensor's own Service Requirements, protect the general
public, or to ensure a safe working environment for its employees.
Where Licensor rearranges or transfers licensees facilities pursuant to
paragraph C above, such work will be performed at the rates specified in
Appendix IV. Appendix IV rates apply where work is undertaken by Licensor
at the same time work is undertaken on Licensor's own facilities. If it is
necessary for Licensor to transfer or rearrange Licensee's facilities on a
non-current basis, the flat Pole rate in Appendix IV will not apply and
Licensor shall xxxx the fully allocated costs of construction.
16
ARTICLE XI
TERMINATION OF LICENSES
A) Any license issued under this Agreement shall automatically terminate when
Licensee ceases to have authority to construct and operate its
communications facilities on public or private property at the location of
the particular Pole, Anchor or portion of Conduit System covered by the
license; provided, however, that Licensee shall have the right to contest
any notice of termination of authority from any governmental authority or
property owner and, in such event, the license covering the use of such
Pole, Anchor, Xxx Xxxxxx, or portion of Conduit System shall remain in
effect until such time as Licensee's appeal process is exhausted or the
right to use such Pole, Anchor, Xxx Xxxxxx, or portion of Conduit Systems
has been reinstated. Licensee agrees to indemnify, defend and save
harmless Licensor from and against any legal action or any cost resulting
from such legal action brought against it as a result of Licensee's actions
in connection with the exercise of its rights under this Article X(A).
B) Licensee may at any time terminate its license with respect to the
attachment to a Pole or Anchor or occupancy of a portion of Conduit System
and remove its communications facilities by giving Licensor written notice
of such intention (Exhibit I, Forms E & F). Once Licensee's Communications
Facilities have been removed they shall not be reattached to such Pole or
Anchor or occupy the same portion of a Conduit System until Licensee has
compiled with all provisions of this Agreement as though no previous
license had been issued.
17
ARTICLE XII
INSPECTION OF LICENSEE'S COMMUNICATIONS FACILITIES
A) Licensor reserves the right to make periodic inspections of any part of
Licensee's Communications Facilities attached to Licensor's Pole(s),
Anchor(s), or occupying Licensor's Conduit System, and Licensee shall
reimburse Licensor for the expense of such inspections as specified in
APPENDIX I; provided, however, that Licensee shall have the right to have
one or more of its employees or representatives present during the time of
any such inspection.
B) The frequency and extent of such inspection by Licensor will depend upon
Licensee's performance in relation to the requirements of Articles V, VII
and IX herein.
C) Licensor will give Licensee advance written notice of such inspections,
except in those instances where, in the sole judgment of Licensor, safety
considerations justify the need for such an inspection without the delay of
waiting until a written notice has been forwarded to Licensee.
D) The making of periodic inspections or the failure to do so shall not
operate to impose upon Licensor any liability of any kind whatsoever nor
relieve Licensee of any responsibility, obligations or liability assumed
under this Agreement.
18
ARTICLE XIII
UNAUTHORIZED ATTACHMENT, UTILIZATION, OR OCCUPANCY
A) If any of Licensee's Communications Facilities shall be found attached to
Pole(s), Anchor(s), or occupying Conduit Systems for which no license is
outstanding, Licensor, without prejudice to its other rights or remedies
under this Agreement, including termination of licenses, may impose a
charge and require Licensee to submit in writing, within 15 days after
receipt of written notification from Licensor of the unauthorized
attachment, or Conduit Occupancy, a Pole or Anchor attachment, or Conduit
Occupancy license application. If such application is not received by the
Licensor within the specified time period, Licensee may be required at
Licensor's option to remove its unauthorized attachment or occupancy within
thirty (30) days of the final date of submitting the required application,
or Licensor may at Licensor's option remove Licensee's facilities without
liability, and the expense of such removal shall be borne by Licensee.
B) For the purpose of determining the applicable charge, any unauthorized Pole
or Anchor attachment, or Conduit System occupancy shall be treated as
having existed for a period of 2 years prior to its discovery or from the
time of the last inspection date or for the period beginning with the
effective date of this License Agreement, whichever period shall be the
shorter.
In addition to back rent, unauthorized Pole Attachment(s) which exceed
three percent (3%) of Licensee's total permits in any given county/parish
shall be subject to a one-time charge of $50.00 per unauthorized Pole
Attachment, and unauthorized Conduit System occupancies which exceed three
percent (3%) of Licensee's total permits in any given county/parish shall
be subject to a one-time charge of $500.00 per duct run, measured manhole
to manhole.
Fees and charges for Pole Attachments and Conduit System occupancies, as
specified herein and in APPENDIX I as modified from time-to-time, shall be
due and payable immediately whether or not Licensee is permitted to
continue the Pole or Anchor attachment or Conduit Occupancy.
C) No act or failure to act by Licensor with regard to said unlicensed use
shall be deemed as a ratification of the unlicensed use; and if any license
should be subsequently issued, said license shall not operate retroactively
or constitute a waiver by Licensor of any of its rights or privileges under
this Agreement or otherwise; provided, however, that Licensee shall be
subject to all liabilities, obligations and responsibilities of this
Agreement in regards to said unauthorized use from its inception.
19
ARTICLE XIV
SECURITY INTEREST
Should Licensor under any applicable Article of this Agreement remove Licensee's
facilities from the Pole(s), Anchor(s), or Conduit Systems covered by this
Agreement, Licensor will deliver to Licensee the facilities so removed upon
payment by Licensee of the cost of removal, storage and delivery, and all other
amounts due Licensor. At any time, Licensee, upon request of Licensor, shall
grant Licensor a first priority chattel mortgage, or other security interest in
all of Licensee's Communications Facilities now or hereafter attached to
Pole(s), Anchor(s), or placed in Conduit Systems pursuant to this Agreement, and
Licensee agrees to perform all acts necessary to perfect Licensor's chattel
mortgage or other security interest under the terms of each state's law. In the
alternative, if Licensee prefers, or the terms of Licensee's loan agreements and
debentures preclude the grant of liens or security interests to Licensor,
Licensee shall grant to Licensor, at any time, upon Licensor's request, other
permissible assurance of security for performance satisfactory to Licensor to
cover any such aforementioned amounts due Licensor. Nothing in this Article
shall operate to prevent Licensor from pursuing, at its option, any other
remedies under this Agreement or in law or equity, including public or private
sale of facilities under security interest or lien.
20
ARTICLE XV
LIABILITY AND DAMAGES
A) Licensor shall exercise precaution to avoid damaging the communications
facilities of the Licensee and shall make an immediate report to the
Licensee of the occurrence of any such damage caused by its employees,
agents or contractors. Licensor agrees to reimburse the Licensee for all
reasonable costs incurred by the Licensee for the physical repair of such
facilities damaged by the negligence of Licensor, its employees, agents,
contractors, subcontractors or invitees. However, Licensor shall not be
liable to Licensee for any interruption of Licensee's service or for
interference with the operation of Licensee's Communications Facilities, or
for any special, indirect, or consequential damages arising in any manner,
including Licensor's negligence, out of the use of Pole(s), Anchor(s), or
Conduit Systems or Licensor's actions or omissions in regard thereto and
Licensee shall indemnify and save harmless Licensor from and against any
and all claims, demands, causes of action, costs and reasonable attorneys'
fees with respect to such special, indirect or consequential damages.
B) Licensee shall exercise precaution to avoid damaging the facilities of
Licensor and of others attached to Pole(s), Anchor(s), or occupying a
Conduit System and shall make an immediate report to the Owner of the
occurrence of any such damage caused by Licensee's employees, agents or
contractors. Licensee agrees to reimburse the Licensor for all reasonable
costs incurred by the Licensor for the physical repair of such facilities
damaged by the negligence of Licensee.
C) Licensee shall indemnify, protect and save harmless the Licensor, its
directors, officers, employees and agents, Licensor's other licensees, and
Joint User(s) from and against any and all claims, demands, causes of
action, damages and costs, including reasonable attorney's fees through
appeals incurred by the Licensor, the Licensor's other licensees and Joint
User(s) as a result of acts by the Licensee, its employees, agents or
contractors, including but not limited to the cost of relocating Pole(s),
Anchor(s), Guy(s), or Conduit System resulting from a loss of right-of-way
or property owner consents and/or the cost of defending those rights and/or
consents.
D) The Licensee shall indemnify, protect and save harmless the Licensor, its
directors, officers, employees and agents, Licensor's other licensees, and
Joint User(s) from and against any and all claims, demands, causes of
actions and costs, including reasonable attorney's fees, through appeals
for damages to property and injury or death to persons, including but not
limited to payments under any Worker's Compensation Law or under any plan
for employee's disability and death benefits, caused by, arising from,
incident to, connected with or growing out of the erection, rearrangement,
maintenance, presence, use or removal of Licensee's facilities, or by their
proximity to the facilities of all parties attached to a Pole, Anchor
and/or Guy, or placed in a Conduit System, or by any act or omission of the
Licensee's employees, agents or contractors in the vicinity of the
Licensor's Pole(s), Anchor(s), Guy(s), or Conduit System.
21
E) The Licensee shall indemnify, protect and save harmless the Licensor, its
directors, officers, employees, and agents, Licensor's other licensees, and
Joint User(s) from any and all claims, demands, causes of action and costs,
including attorneys' fees through appeals, which arise directly or
indirectly from the construction and operation of Licensee's facilities,
including but not limited to taxes, special charges by others, claims and
demands for damages or loss from infringement of copyrights, for libel and
slander, for unauthorized use of television or radio broadcast programs and
other program material, and from and against all claims, demands and costs,
including attorney's fees through appeals for infringement of patents with
respect to the construction, maintenance, use and operation of Licensee's
facilities in combination with Pole(s), Anchor(s), Conduit Systems or
otherwise.
F) Licensee shall promptly advise the Licensor of all claims relating to
damage of property or injury to or death of persons, arising or alleged to
have arisen in any manner, directly or indirectly, by the erection,
maintenance, repair, replacement, presence, use or removal of the
Licensee's facilities. Licensee shall promptly notify Licensor in writing
of any suits or causes of action which may involve Licensor and, upon the
request of Licensor, copies of all relevant accident reports and statements
made to Licensee's insurer by Licensee or others shall be furnished
promptly to Licensor.
22
ARTICLE XVI
INSURANCE
A) Licensee shall obtain and maintain insurance, including endorsements
insuring the contractual liability and indemnification provisions of this
Agreement, issued by an insurance carrier reasonably satisfactory to
Licensor to protect the Licensor, other authorized Licensees, and Joint
User(s) from and against all claims demands, causes of action, judgments,
costs, including reasonable attorneys' fees, expenses and liabilities of
every kind and nature which may arise or result, directly or indirectly
from or by reason of such loss, injury or damage as covered in this
Agreement including Article XIV preceding.
B) Licensee shall maintain the following amounts of insurance in compliance
with (A) above:
1) Commercial General Liability Insurance with limits of not less than
$1,000,000 per occurrence and $1,000,000 annual aggregate.
2) Umbrella or Excess Liability Insurance with limits of not less than
$10,000,000 per occurrence and in the aggregate.
C) Licensee shall submit to Licensor certificates by each company insuring
Licensee with respect to any insurance required hereunder, such
certificate(s) to specify the coverage provided and that such company will
not cancel or change any such policy of insurance issued to Licensee except
after sixty (60) days written notice to Licensor.
D) Licensee shall also carry such insurance as will protect it from all claims
under any Worker's Compensation Law in effect that may be applicable to it
as a result of work performed pursuant to this Agreement.
E) All insurance required in accordance with B) and C) preceding must be
effective before Licensor will authorize attachment to a Pole and/or
Anchor, or occupancy of a Conduit System and shall remain in force until
such Licensee's facilities have been removed from such Pole(s), Anchor(s),
or Conduit System. In the event that the Licensee shall fail to maintain
the required insurance coverage, Licensor may pay any premium thereon
falling due, and the Licensee shall forthwith reimburse the Licensor for
any such premium paid.
F) Whereas Licensor desires to protect the interest of its rate payers,
employees, and shareholders, Licensee shall furnish a bond or letter of
credit (an initial minimum amount of $10,000.00, supersedes calculations
below) in a form satisfactory to Licensor or other satisfactory evidence
of financial security in such amount as Licensor from time to time may
require, to guarantee the performance of all Licensee obligations
hereunder. The amount of the bond or letter of credit or financial
security shall not operate as a limitation upon the obligations of the
Licensee hereunder.
Bond requirements (in excess of initial minimum amount) should be
calculated using the following formula:
Bond amount = 3 X [(A X B) + (A X C)]
Where: 3 = THREE (3) YEAR PERIOD
A = NUMBER OF POLE (S) ATTACHED OR FEET OF CONDUIT OCCUPIED
(EITHER BY APPLICATION OR ANTICIPATED)
B = POLE OR CONDUIT RENTAL RATE FOR APPROPRIATE STATE
C = $15.00 (PER POLE) OR $0.50 (PER DUCT FOOT) REMOVAL EXPENSE
OF LICENSEE ATTACHMENT(S) IN EVENT OF AGREEMENT TERMINATION
AND LICENSEE FAILURE TO REMOVE FACILITIES
23
ARTICLE XVII
AUTHORIZATION NOT EXCLUSIVE
Nothing herein contained shall be construed as a grant of any exclusive
authorization, right or privilege to Licensee. Licensor shall have the right to
grant, renew and extend rights and privileges to others not parties to this
Agreement, by contract or otherwise, to use any Pole, Anchor, or Conduit System
covered by this Agreement and Licensee's rights hereunder.
ARTICLE XVIII
ASSIGNMENT OF RIGHTS
A) Licensee shall not assign or transfer this Agreement or any license or any
authorization granted under this Agreement, and this Agreement shall not
inure to the benefit of Licensee's successors or assigns, without the prior
written consent of Licensor. Licensor shall not unreasonably withhold such
consent.
B) In the event such consent or consents are granted by Licensor, then the
provisions of this Agreement shall apply to and bind the successors and
assigns of the Licensee. Exhibit V shall be used for this purpose.
ARTICLE XIX
FAILURE TO ENFORCE
Failure of Licensor to enforce or insist upon compliance with any of the terms
or conditions of this Agreement or to give notice or declare this Agreement or
any authorization granted hereunder terminated shall not constitute a general
waiver or relinquishment of any term or condition of this Agreement, but the
same shall be and remain at all times in full force and effect.
24
ARTICLE XX
TERMINATION OF AGREEMENT
A) Subject to provisions of Article XVII hereof, should Licensee cease to
provide its communications services in the area covered by this Agreement,
then all of Licensee's rights, privileges and authorizations under this
Agreement, including all licenses issued hereunder, shall automatically
terminate as of the date following the final day that such communications
services are provided.
B) Licensor shall have the right to forthwith terminate this entire Agreement
or any license issued hereunder whenever Licensee is in default of any term
of this Agreement, including, but not limited to, the following conditions:
1) If Licensee's Communications Facilities are used or maintained in
violation of any law or in aid of any unlawful act or undertaking; or
2) If Licensee attaches to any Pole(s) and/or Anchor(s) or occupies any
portion of a Conduit System without having first been issued a license
therefore subject to the terms of Article XII hereinabove; or
3) If any authorization which may be required of the Licensee by any
governmental or private authority for the construction, operation, and
maintenance of the Licensee's Communications Facilities is denied or
revoked and Licensee has failed to comply with the provisions of
Article VI(B) hereinabove; or
4) If the insurance carrier shall at any time notify Licensor or Licensee
that the policy or policies of insurance, required under Article XV
hereof, will be canceled or changed and Licensee has not obtained
substitute adequate coverage within the time periods specified herein,
and if in the sole judgment of Licensor the requirements of Article XV
will no longer be satisfied, this Agreement shall terminate upon the
effective date of such cancellation or change.
C) Licensor will promptly notify the Licensee in writing of any condition(s)
applicable to B) above. Licensee shall take immediate corrective action to
eliminate any such condition(s) and shall confirm in writing to Licensor
within thirty (30) days following receipt of such written notice that the
cited condition(s) has (have) ceased or been corrected. If Licensee fails
to discontinue or correct such conditions and fails to give the required
confirmation, Licensor may immediately terminate this Agreement.
D) In the event of termination of this Agreement or any of Licensee's rights,
privileges or authorizations hereunder, Licensee shall remove its
communications facilities from Licensor's Pole(s), Anchor(s) and Conduit
System within sixty (60) days from the date of termination; provided,
however, that Licensee shall be liable for and pay all fees and charges
pursuant to terms of this Agreement to Licensor until Licensee's
Communications Facilities are actually removed from Licensor's Pole(s),
Anchor(s) and Conduit System.
25
E) If Licensee does not remove its communications facilities from Licensor's
Pole(s), Anchor(s) and Conduit System within the applicable time periods
specified in this Agreement, Licensor shall have the right to remove them
at the expense of Licensee and without any liability on the part of
Licensor to Licensee therefor.
F) In the event any of the arrangements, fees and charges provided for under
this Agreement are hereafter offered under tariff filed by Licensor and in
effect with a regulatory commission, this Agreement with respect to those
arrangements, fees and charges shall terminate and shall be superseded by
said tariff. Said termination is to become effective on the day when said
tariff becomes effective.
26
ARTICLE XXI
TERM OF AGREEMENT
A) Unless sooner terminated as herein provided, this Agreement shall continue
in effect for a term of one (1) year from the date hereof and thereafter
from year to year until either party hereto terminates this Agreement by
giving the other party at least one hundred eighty (180) days prior written
notice thereof. Such one hundred eighty (180) days notice of termination
may be given to take effect at the end of the original one (1) year period
or any time thereafter.
B) Termination of this Agreement or any licenses issued hereunder shall not
affect Licensee's liabilities and obligations incurred hereunder prior to
the effective date of such termination.
ARTICLE XXII
NOTICES
All written notices required under this Agreement, except as noted below, shall
be given by posting the same certified mail, return receipt requested, to:
--------------------------------------------------------------------------------------------------------
NOTICES BILLING ADDRESS
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
TO LICENSEE AS FOLLOWS:
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Contact Xxxxx Xxxxxxx Xxxxx Xxxxxxx
--------------------------------------------------------------------------------------------------------
Title Manager Manager
--------------------------------------------------------------------------------------------------------
Company IWL Communications, Incorporated IWL Communications, Incorporated
--------------------------------------------------------------------------------------------------------
Address 0000 Xxxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxx
--------------------------------------------------------------------------------------------------------
Address Xxxxx 000 Xxxxx 000
--------------------------------------------------------------------------------------------------------
City, State, and Zip Code Xxxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
--------------------------------------------------------------------------------------------------------
Telephone (000) 000-0000 (000) 000-0000
--------------------------------------------------------------------------------------------------------
Facsimile (000) 000-0000 (000) 000-0000
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
with a copy to:
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
AND TO LICENSOR AS FOLLOWS:
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Contact Xxxx X. Xxxxxxx
--------------------------------------------------------------------------------------------------------
Title Staff Manager
--------------------------------------------------------------------------------------------------------
Company BellSouth Telecommunications, Inc.
--------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx X0X0
--------------------------------------------------------------------------------------------------------
Address 0000 Xxxxxxxxx Xxxxxxx
--------------------------------------------------------------------------------------------------------
City, State, and Zip Code Xxxxxxxxxx, XX. 00000
--------------------------------------------------------------------------------------------------------
Telephone (000) 000-0000
--------------------------------------------------------------------------------------------------------
Facsimile (000) 000-0000
--------------------------------------------------------------------------------------------------------
or to such address as the party hereto may from time to time specify in writing
by like notice. Notice for transfer and rearrangement activities by Licensee to
accommodate Licensor, Joint User, or governmental entities may be accommodated
through the electronic notification procedures operated by the local utilities,
where such utility notification centers are available (e.g., Georgia
Utilities Protection Center).
27
ARTICLE XXIII
CHOICE OF LAW
The validity, construction, interpretation, and performance of this Agreement
shall be governed by and construed in accordance with the domestic laws of the
State of Georgia.
ARTICLE XXIV
SUPERSEDURE OF PREVIOUS AGREEMENT(S)
This Agreement supersedes all previous agreements, whether written or oral,
between Licensor and Licensee for attachment and maintenance of Licensee's
Communications Facilities on Pole(s), Anchor(s), and in Conduit Systems within
the geographical area covered by this Agreement; 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 previous
agreements shall be subject to the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
on the day and year first above written.
ARTICLE XXV
SEVERABILITY
The parties acknowledge that the Telecommunications Act of 1996, S.652
(hereinafter "the Act") may abrogate certain provisions of this Agreement and/or
may alter certain obligations of Licensor and Licensee hereunder. If any term,
provision, covenant or condition of this Agreement is held invalid or
unenforceable because of inconsistency with the Act or for any other reason, the
remainder of the provisions shall continue in full force and effect as if this
Agreement had been executed with the invalid portion thereof eliminated. The
parties further agree that they will negotiate in good faith to reach agreement
on substitute terms which conform in all respects to the requirements of the Act
and any other legal or regulatory authority.
IWL COMMUNICATIONS, INCORPORATED BELLSOUTH TELECOMMUNICATIONS, INC.
NAME OF LICENSEE NAME OF LICENSOR
BY: BY:
--------------------------- ---------------------------
SIGNATURE SIGNATURE
Xxxxxxxx Xxxxxxxx Xxxx X. Xxxxxx
------------------------------- -------------------------------
PRINTED NAME PRINTED NAME
President Vice President - N. P. & P. S.
------------------------------- -------------------------------
PRINTED TITLE PRINTED TITLE
28
A P P E N D I X I
SCHEDULE OF FEES AND CHARGES
Appendix I
Page 2 of 4
A P P E N D I X I
SCHEDULE OF FEES AND CHARGES
THIS APPENDIX I, effective as of March 4, 1997, is an integral
part of the License Agreement between BELLSOUTH TELECOMMUNICATIONS, INC.
(Licensor) and IWL COMMUNICATIONS, INCORPORATED (Licensee), dated
March 4, 1997, and contains the fees and charges governing the use of
Licensor's Pole(s), Anchor(s), and Conduit Systems by Licensee's
Communications Facilities.
A) ATTACHMENT, UTILIZATION, AND OCCUPANCY FEES
1) GENERAL
a) Attachment, utilization, and occupancy fees commence on the first
day of the calendar month following the date the License is
issued for such attachment, utilization or occupancy. Such fees
cease as of the final day of the calendar month preceding the
month in which the attachment or occupancy is physically removed
or the utilization is discontinued.
b) A one month minimum charge is applicable for all attachment,
utilization and occupancy accommodations.
c) Fees shall be payable annually on the first day of July.
d) Changes in fees and charges will be provided to Licensee by
Licensor via written letter. Such letter of notification will
provide a minimum of sixty (60) days prior notice to Licensee,
and Licensee agrees to pay such changed fees and charges. Letter
of notification shall become part of and be governed by the terms
and conditions of this Agreement.
e) The total attachment and occupancy fees due hereunder, shall be
based upon the number of Pole(s), Anchor(s), and Duct feet of
Conduit for which licenses have been issued before the first day
of December each year. Each annual payment shall include a
proration of the monthly attachment and occupancy charges
applicable for attachment(s) and occupancy initially authorized
by the Licensor during the preceding twelve (12) month period.
f) In the event any of the arrangements, fees and charges provided
for under this Agreement are hereafter offered under tariff filed
by Licensor and in effect with a regulatory commission, this
Agreement with respect to those arrangements, fees and charges
shall terminate and shall be superseded by said tariff. Said
termination is to become effective on the day preceding the day
when said tariff becomes effective.
Appendix I
Page 3 of 4
2) FEES (RE-CALCULATED ANNUALLY)
Licensee shall pay to Licensor the following fees:
-------------------------------------------------------------------------------
STATE POLES ANCHORS CONDUIT
-------------------- ---------------------
(EA./YR.) (EA./YR.) ($/FT./YR.)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Louisiana 6.90 NOT PERMITTED Dense 11.00
-------------------------------------------------------------------------------
Non-dense 5.29
-------------------------------------------------------------------------------
i) For the purpose of determining the Duct feet chargeable the Duct considered
occupied shall be measured from the center to center of adjacent
Manhole(s), or from the center of a Manhole to the end of a Duct not
terminated in a Manhole.
ii) The above rates are not applicable for crossings of any navigable waterway.
Rates for navigable waterway crossings will be calculated on an individual
case basis.
Appendix I
Page 4 of 4
B) CHARGES
1) COMPUTATION
Charges for all work performed by the Licensor or by its authorized
representative in connection with the furnishing of Pole, Anchor, and
Conduit System accommodations as covered by this Agreement shall be
based upon the full cost to the Licensor for performance of such work.
Such charges will apply for, but not be limited to, Prelicense Survey,
Make-Ready Work, inspection and removal of Licensee's Communications
Facilities and supervision, at the option of the Licensor, of Licensee
performed work in and around the immediate vicinity of a Conduit
System or Pole.
2) POLE AND/OR ANCHOR REPLACEMENTS
The charge for replacement of a Pole, or Anchor required to
accommodate Licensee's Communications Facilities, in accordance with
Article VIII, A) 7) shall be based on Licensor's fully installed costs
less salvage value, if any.
C) PAYMENT DATE
Failure to pay all fees and charges within thirty (30) days after
presentment of the xxxx therefor or on the specified payment date,
whichever is later, shall constitute a default of this Agreement.
IWL COMMUNICATIONS, INCORPORATED BELLSOUTH TELECOMMUNICATIONS, INC.
NAME OF LICENSEE NAME OF LICENSOR
BY: BY:
-------------------------------- -------------------------------
SIGNATURE SIGNATURE
Xxxxxxxx Xxxxxxxx Xxxx X. Xxxxxx
------------------------------------ -----------------------------------
PRINTED NAME PRINTED NAME
President Vice President - N. P. & P. S.
------------------------------------ -----------------------------------
PRINTED TITLE PRINTED TITLE
A P P E N D I X II
PROCEDURE FOR PROCESSING
MULTIPLE POLE AND/OR CONDUIT
OCCUPANCY LICENSE APPLICATIONS
Appendix II
Page 2 of 5
A P P E N D I X II
PROCEDURE FOR PROCESSING
MULTIPLE POLE AND/OR CONDUIT
OCCUPANCY LICENSE APPLICATIONS
THIS APPENDIX II, effective as of March 4, 1997, is an
integral part of the License Agreement between BELLSOUTH TELECOMMUNICATIONS,
INC. (Licensor) and IWL COMMUNICATIONS, INCORPORATED (Licensee), dated
March 4, 1997 and contains the procedure for processing multiple license
applications.
A) MULTIPLE APPLICANTS
Applications received from multiple applicants for the same Pole, Anchor or
Conduit System will be classified as follows:
1) Simultaneous - received by the Licensor on the same business day
2) Non-simultaneous - received by the Licensor on different business days
B) PROCESSING
1) SIMULTANEOUS APPLICATIONS - Processing of simultaneous applications
will be done concurrently. Authorization for attachment, utilization
or occupancy will be granted simultaneously to all multiple applicants
involved.
2) NON-SIMULTANEOUS APPLICATIONS - Initial applicant will be offered the
following options in writing immediately following receipt, by the
Licensor, of an application(s). Copies of such written notification
to the initial applicant will be sent to the additional applicant(s).
OPTION 1 - Application(s) of the initial applicant will be
processed on the basis that there is no application on
file from another applicant for the same Pole, Anchor
or Conduit System.
OPTION 2 - Application(s) of initial applicant and additional
applicant(s) will be processed in accordance with B) 1)
preceding
Appendix II
Page 3 of 5
3) INITIAL APPLICANT
All work in progress on application(s) filed by an initial applicant
will be suspended by the Licensor from the date of its written
notification in 2) preceding until the initial applicant notifies the
Licensor, in writing, of the Option it elects. Such written
notification by the initial applicant will be required no later than
20 days following its receipt of the aforementioned notification from
the Licensor; otherwise the Licensor will deem the initial applicant
to have elected Option 1. Licensor will notify the additional
applicant(s), in writing, of the Option elected by the initial
applicant.
4) ADDITIONAL APPLICANT(S)
Option 2 will be subject to acceptance by all multiple applicants
involved. The additional applicant(s) will have 10 days from receipt
of written notification from the Licensor advising that the initial
applicant has selected Option 2, to accept or reject by written
notification to the Licensor the conditions applicable to simultaneous
attachment, utilization or occupancy; otherwise the Licensor will deem
the additional applicant(s) to have rejected acceptance to treatment
as simultaneous applicants.
C) CONDITIONS APPLICABLE TO SIMULTANEOUS APPLICATIONS:
1) FIELD INSPECTION
The field inspection will be performed by a representative of the
Licensor.
2) MAKE-READY WORK
Multiple applicants must develop a mutually agreeable order of Pole,
Anchor or Conduit System availability and overall Make-Ready Work
completion schedule.
a) When multiple applicants cannot reach such mutual agreement
within 15 days from receipt of written notification from the
Licensor of the estimated charges for the required Make-Ready
Work, the Licensor may at its option offer as an alternative to
complete the total Make-Ready Work required or a multiple
applicants before simultaneously granting attachment, utilization
or occupancy authorization for all multiple applications
involved.
b) Any multiple applicant who fails to agree to the alternative
arrangement will be considered by the Licensor to have canceled
its application(s) relative to the Pole(s), Anchor(s), or Conduit
Systems involved on pending applications of another applicant(s).
3) COSTS
Each multiple applicant will be charged an equal share of the total
actual make-ready costs incurred by the Licensor to accommodate
simultaneous attachment or occupancy by the multiple applicants.
Appendix II
Page 4 of 5
D) CONDITIONS APPLICABLE TO NON-SIMULTANEOUS APPLICATIONS
1) FIELD INSPECTION
Field inspections will be performed by a representative of the
Licensor.
2) PRE-LICENSE SURVEY COSTS
Each multiple applicant will be charged the applicable pre-license
survey costs incurred by the Licensor relative to a determination of
the Make-Ready Work required to accommodate attachment, utilization or
occupancy of the individual applicant's communications facilities on a
non-simultaneous basis.
3) MAKE-READY COMPLETION SCHEDULE
The date of receipt (earliest taking precedence) by the Licensor of
applications filed in accordance with Article VII B will determine the
priority of Make-Ready Work completion by the Licensor. Any change in
priority of Pole, Anchor or Conduit availability will require an
appropriate change in Make-Ready Work completion of the application(s)
involved and be subject to the Licensor's ability to accommodate the
specific change(s) required in its established work schedule.
4) MAKE-READY WORK COSTS
Make-Ready Work costs will be allocated as follows:
a) The initial applicant will be charged the total cost incurred by
the Licensor to accommodate the attachment, utilization or
occupancy of the initial applicant's communications facilities on
Pole(s), Anchor(s) or in Conduits on a non-simultaneous basis.
b) The additional applicant(s) will be charged the total cost
incurred by the Licensor to accommodate the attachment,
utilization or occupancy of the additional applicant's
communications facilities on Pole(s), Anchor(s) or in Conduits
for which prior attachment, utilization or occupancy
authorization has been granted to another applicant.
E) PRE-LICENSE SURVEY COMPLETION - LICENSOR
In performing all field inspections and associated administrative
processing for which it may be responsible, the Licensor will endeavor to
include such work in its normal work load schedule.
Appendix II
Page 5 of 5
F) CHANGES IN APPENDIX
This Appendix may be changed in whole or in part at any time during the
term of this Agreement at the sole option of the Licensor upon the giving
of not less than sixty (60) days written notice thereof to the Licensee and
to substitute in place thereof such other provisions as the Licensor may
deem necessary as relative to multiple attachments to Pole(s) and Anchor(s)
or Conduit Occupancy of the Licensor.
IWL COMMUNICATIONS, INCORPORATED BELLSOUTH TELECOMMUNICATIONS, INC.
NAME OF LICENSEE NAME OF LICENSOR
BY: BY:
---------------------------------- --------------------------------
SIGNATURE SIGNATURE
Xxxxxxxx Xxxxxxxx Xxxx X. Xxxxxx
-------------------------------------- ------------------------------------
PRINTED NAME PRINTED NAME
President Vice President - N. P. & P. S.
-------------------------------------- ------------------------------------
PRINTED TITLE PRINTED TITLE
A P P E N D I X III
ANCHOR(S) AND GUY(S) (XXX XXXXXX)
Appendix III
Page 2 of 3
A P P E N D I X III
ANCHOR(S) AND GUY(S) (XXX XXXXXX)
This APPENDIX III, effective as of March 4, 1997, is an integral
part of the License Agreement between BELLSOUTH TELECOMMUNICATIONS, INC.
(Licensor) and IWL COMMUNICATIONS, INCORPORATED (Licensee), dated
March 4, 1997 and governs the use of Licensor's Anchor(s) and Guy(s) (Xxx
Xxxxxx) by Licensee's Communications Facilities.
Effective October 1, 1994, attachment to Licensor's Anchor(s), Guy(s), and/or
Xxx Xxxxxx will be permitted only if provided for pursuant by state tariff.
Currently only Kentucky tariff provides for such attachment as detailed below:
ANNUAL FEE
PER ANCHOR ATTACHED 2-user $ 12.90
3-user 8.60
Attachment(s) to Licensor's Anchor(s), Guy(s), and/or Xxx Xxxxxx(s) in existence
prior to October 1, 1994, will be permitted until time as existing Pole requires
replacement or modifications as determined by Licensor. At that time and upon
notice set forth in Article III (B), Licensee will be required to place
Anchor(s), Guy(s), and/or Xxx Xxxxxx(s). Placement must then be accordance with
the requirements and specifications of the current edition of the Xxxx System
Manual of Construction Procedures (Blue Book).
Attachment rates for Anchor(s), Guy(s), and/or Xxx Xxxxxx(s), in effect prior to
October 1, 1994, will be charged (in non-tariff states) until such Licensee
attachment(s) is/are removed.
Appendix III
Page 3 of 3
A P P E N D I X III
ANCHOR(S) AND GUY(S) (XXX XXXXXX)
IWL COMMUNICATIONS, INCORPORATED BELLSOUTH TELECOMMUNICATIONS, INC.
NAME OF LICENSEE NAME OF LICENSOR
BY: BY:
---------------------------------- ---------------------------------
SIGNATURE SIGNATURE
Xxxxxxxx Xxxxxxxx Xxxx X. Xxxxxx
------------------------------------- -------------------------------------
PRINTED NAME PRINTED NAME
President Vice President - N. P. & P. S.
------------------------------------- -------------------------------------
PRINTED TITLE PRINTED TITLE
A P P E N D I X IV
ATTACHMENT TRANSFER RATE SCHEDULE
Appendix IV
Page 2 of 3
APPENDIX IV
ATTACHMENT TRANSFER RATE SCHEDULE
THIS APPENDIX IV, effective as of March 4, 1997, is an integral
part of the License Agreement between BELLSOUTH TELECOMMUNICATIONS, INC.
(Licensor) and IWL COMMUNICATIONS, INCORPORATED (Licensee), dated March 4, 1997
and contains fees and charges governing rearrangement and/or transfer work of
Licensee's facilities in accordance with Article X, paragraphs A and C.
A) Pole attachment transfer rate will be reviewed at intervals not to exceed
five (5) years.
B) Changes in rates will be provided to Licensee by Licensor via written
letter. Such letter of notification will provide a minimum of sixty (60)
days prior notice to Licensee, and Licensee agrees to pay such changed
rate. Letter of notification shall become part of and be governed by the
terms and conditions of this Agreement.
C) Licensee shall pay all applicable fees and charges due within thirty (30)
days after receipt of the xxxx. Late payments will subject Licensee to a
one and one-half per cent (1 1/2 %) late fee assessed monthly on
outstanding unpaid balance.
POLE ATTACHMENT TRANSFER RATE
Per pole (Throughout BellSouth region) $41.00
Appendix IV
Page 3 of 3
A P P E N D I X IV
ATTACHMENT TRANSFER RATE SCHEDULE
IWL COMMUNICATIONS, INCORPORATED BELLSOUTH TELECOMMUNICATIONS, INC.
NAME OF LICENSEE NAME OF LICENSOR
BY: BY:
-------------------------------- --------------------------------
SIGNATURE SIGNATURE
Xxxxxxxx Xxxxxxxx Xxxx X. Xxxxxx
------------------------------------ ------------------------------------
PRINTED NAME PRINTED NAME
President Vice President - N. P. & P. S.
------------------------------------ ------------------------------------
PRINTED TITLE PRINTED TITLE
EXHIBIT I
ADMINISTRATIVE FORMS AND NOTICES
Exhibit I
Page 2 of 17
EXHIBIT I
ADMINISTRATIVE FORMS AND NOTICES
THIS EXHIBIT I, effective as of _____, , is an integral part of the
License Agreement between BELLSOUTH TELECOMMUNICATIONS, INC. (Licensor), and
IWL COMMUNICATIONS, INCORPORATED (Licensee), dated _____ , and contains the
administrative forms governing the use of Licensor's Pole(s), Anchor(s) and
Conduit System for Licensee's Communications Facilities.
INDEX OF ADMINISTRATIVE FORMS
Application and Pole Attachment License A-1
Pole and Anchor Details X-0
Xxxx Xxxxxx Xxxx X-0
Authorization for Prelicense Survey and/or
Make-Ready Work B-1
Itemized Estimate - Pole and Anchor Make-Ready
Work Charges C-1
Itemized Estimate - Conduit Make-Ready Work and
Charges C-2
Summary Estimate - Pole Attachment/Conduit Occupancy C-3
Application and Conduit Occupancy License D-1
Conduit System Diagram D-2
Cable to Occupy Conduit D-3
Equipment Housings to be Placed in Manhole(s) D-4
Notification of Surrender or Modification of Pole
Attachment License by Licensee E
Notification of Surrender or Modification of Conduit
Occupancy License by Licensee F
Form A-1 Exhibit I
1 of 2 Page 3 of 17
APPLICATION AND POLE ATTACHMENT LICENSE
_______________________________ ________________________________
Name of Licensee Date
_______________________________ ________________________________
Street Address Licensor reference number (IDEAL)
_______________________________ ________________________________
City and State Date input into IDEAL
(Form A-1, page 2 of 2, to accompany this form when used)
In accordance with the terms and conditions of the License Agreement between
us (BELLSOUTH LICENSE AGREEMENT NUMBER ______________ ), dated ________________,
19___, application is hereby made for a non-exclusive license to attach
communications facilities to ______ poles as indicated on the attached sketch
and Form A-2. This request will be designated:
POLE ATTACHMENT (P.A.) Application No. P.A. ________ (1), located
___________________________________________
Licensee hereby requests Licensor to provide an estimate of the cost to
complete the required pre-licensing survey work. Such estimate does not bind
the Licensee to acceptance of Licensor's completion of the Field Inspection
portion of the prelicense survey.
Please initiate a Form B-1 for this application.
By: __________________________________
AUTHORIZED LICENSEE REPRESENTATIVE
Its:__________________________________
Title
Tel No. ______________________________
____________________
(1) Individual applications to be numbered in sequential ascending order by
Licensee for each License Agreement. Licensor will process applications in
sequential ascending order according to the application numbers assigned by
the Licensee.
Form A-1 Exhibit I
2 of 2 Page 4 of 17
APPLICATION AND POLE ATTACHMENT LICENSE (CONTINUED)
The Pole Attachment Application (Form A-1) No. P.A. _________ is hereby
/ / approved
/ / declined
to attach the communications facilities described in this application to _______
poles as indicated on the attached Form A-2.
BELLSOUTH TELECOMMUNICATIONS, INC. authorization_________ has been assigned to
this request. A copy of form(s) is/are attached for your files.
By: __________________________________
AUTHORIZED BELLSOUTH REPRESENTATIVE
Tel. No. _____________________________
Date _________________________________
(This form to accompany Form A-1, page 1 of 2, when it is used)
Form A-2 Exhibit I
Page 5 of 17
__________________________________ __________________________________
(LICENSEE) BELLSOUTH LICENSE AGREEMENT NO.
__________________________________ __________________________________
(POLE ATTACHMENT APPLICATION NO.) (AREA)(1)
__________________________________
LICENSOR REFERENCE NUMBER (IDEAL)
POLE DETAILS
________________________________________________________________________________
LICENSEE (2) LICENSOR (3)
________________________________________________________________________________
Pole No. Make-Ready Attachments License License
(4) Location (5) Req'd. (6) (7) No. Date
________________________________________________________________________________
________________________________________________________________________________
1
________________________________________________________________________________
2
________________________________________________________________________________
3
________________________________________________________________________________
4
________________________________________________________________________________
5
________________________________________________________________________________
6
________________________________________________________________________________
7
________________________________________________________________________________
8
________________________________________________________________________________
9
________________________________________________________________________________
10
________________________________________________________________________________
11
________________________________________________________________________________
12
________________________________________________________________________________
13
________________________________________________________________________________
(SEE REVERSE)
Form A-2 Exhibit I
INSTRUCTIONS
(1) Area - Indicate name of Municipality, (Locality if
appropriate) or County where pole(s) is/are to
be attached. Use separate page(s) for each such
Municipality, Locality, or County involved.
(2) Licensee - Licensee completes columns (4), (5) and (7).
(3) Licensor - Licensor completes all columns in the section
headed Licensor. Also completes column (6) when
performing field inspection.
(4) Pole Number - Indicate identification number(1) attached
to or imprinted on pole. Include the Letters
indicating pole ownership. If Pole Number or
ownership identification is not available,
enter UNK.
(5) Location - Indicate location of pole within the
Municipality, Locality, or County by providing
name of Street, highway, Route, etc., e.g.
South St. N/O (north of) Xxxxx Road. Private
property poles should be identified as follows:
PP - (lead-off pole 000 Xxxxx Xx.)
(6) Make-Ready Required - Indicate if make-ready work is required to
accommodate Licensee's communication facilities,
e.g. Y (Yes) or N (No). If Licensee undertakes
field inspection portion of pre-license survey,
Licensee must submit a completed Pole Survey
Form (A-3) for each pole requiring make-ready
work.
(7) Attachments - List all Licensee communication facilities to
be attached to the pole (anchors and guy strands
are not permitted).
---------------------------
(1) House address may be used where available
7/95
Form A-3 Exhibit I
10/95 Page 6 of 17
_______________________ POLE SURVEY FORM _______________________
LICENSEE LICENSEE CONTACT
_____________________ _______________________ _________________ _____________
LICENSE AGREEMENT NO. LICENSEE POLE APPL. NO. DATE TELEPHONE NO.
Attachment Height Separation Work Operation Attachment Height
_________________________________________________________________
Pole Mid-
Information Existing Pole span Raise Lower Final Charges
(a) (b) (c) (d) (e) (f) (g) (h)
_______________________________________________________________________________________________
_______________________________________________________________________________________________
Power
_______________________________________________________________________________________________
No: CATV
_______________________________________________________________________________________________
Other
_______________________________________________________________________________________________
Size: Telephone
_______________________________________________________________________________________________
Class: TOTAL (1) $
_______________________________________________________________________________________________
Location: Raise(i) Lower(i)
_______________________________________________________________________________________________
SURVEYED BY:
_______________________________________________________________________________________________
Secondary
_______________________________________________________________________________________________
Transformer
_______________________________________________________________________________________________
DATE: Street Light
_______________________________________________________________________________________________
Traffic Light
_______________________________________________________________________________________________
Other
_______________________________________________________________________________________________
_______________________________________________________________________________________________
TOTAL (2) $
_______________________________________________________________________________________________
LICENSEE TO PLACE
_______________________________________________________________________________________________
TOTAL MAKE-READY CHARGES:
________ Strand Sum (1) + (2) $
________ Amplifier ______________________________________________________
________ Drop Work Order Information:
________ Pwr Supply Cab ______________________________________________________
________ Anchor Number:
________ Xxx Xxxxxx ______________________________________________________
Date issued:
_______________________________________________________________________________________________
_______________________________________________________________________________________________
Comments:
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(SEE REVERSE)
EXPLANATION OF POLE SURVEY FORM
ITEM DESCRIPTION EXPLANATION EXAMPLE
a Pole information In the process of completing a field survey, Pole no. = P13S
the representative should sufficiently identify Pole size/class = 45' 5
the pole by pole number, pole size, pole class, Location = 000 0xx Xxxxxx Xxxx
and street address (or appropriate) to properly
locate in records.
b Attachment height The existing attachment heights for all Power =
(existing) attachments currently existing on the respective CATV =
pole should be recorded as measured from the Telephone =
ground (noting any violations). Multiple Other =
attachments should be so noted.
c & d Separation at From (b) above the pole separation can be Power =
pole & mid-span determined, as well as any violations. CATV =
Mid-span measurements should also be Telephone =
recorded to determine possible conflicts Other =
and/or pole change-out requirements for
additional attachments.
WORK OPERATIONS
After determining the attachment heights, if Power = raise 1 ft
necessary to accommodate additional attachees, CATV = lower 2 ft
it may be necessary to make adjustments. These Telephone = n/a/
e & f Raise or lower should be identified by recording the required Other = n/a
attachments movement by parties involved. Under the
appropriate column, the work should be
identified as raise or lower and the distance
for each party.
g Final attachment With the information accumulated in (b) and Power = 26' 6"
heights determinations from (e & f), the final
attachment height of all parties can be
calculated (i.e., Power is attached at 25' 6",
requires raising 1'; therefore, final attachment
height = 26'6".
h Charges The representative should determine from Power = 3,000
available loaded-labor rates or contractor rate CATV = 500
schedules the costs associated with BST Telephone = n/a
performing work operations for any attachee on Other = 1,230
a BST pole. These should be recorded and summed Total (1) = 4,730
as total (1).
i & j Raise or lower Identify if any other attachments to the pole Power co. to raise
other attachments require adjustments. If these operations would transformer.
require any BST expenditures, the amount should
be recorded and summed to Total (2).
Total Make-Ready These are the total of Total (1) & Total (2) Total = $xxxx.xx
Charges representing amounts of expenditures BST would
incur to facilitate the attachment by another
party.
All other form These should be self-explanatory.
fields
Form B-1 Exhibit 1
Page 1 of 2 Page 7 of 17
AUTHORIZATION
FOR
PRE-LICENSE SURVEY AND/OR MAKE READY WORK
________________________ ________________________________
LICENSEE BELLSOUTH LICENSE AGREEMENT NO.
The following is a summary of the estimated charges for:
/____/ Pole attachment Application Number P. A - ________
/____/ Conduit Occupancy Application Number C. O - ________
Location:
PRE-LICENSE SURVEY:
Hours Rate/Hour + % Total
POLE
Field Inspection (if req'd)
*Summary Estimate ______ _________ _______ ________
*Itemized Estimate ______ _________ _______ ________
*includes administrative processing
CONDUIT
Field Inspection (if req'd)
**Summary Estimate ______ _________ _______ ________
**Itemized Estimate ______ _________ _______ ________
**includes field inspection and administrative
processing
TOTAL POLE AND CONDUIT (if req'd) ________
If you wish us to complete the required survey work, please forward a check
in the amount of $________ for a summary estimate or $________ for an itemized
estimate.
Upon completion of this work, the above estimate will be adjusted to reflect
the actual costs incurred.
___________________________________ ______________________
AUTHORIZED BELLSOUTH REPRESENTATIVE DATE
Form B-1 Exhibit I
Page 2 of 2 Page 8 of 17
AUTHORIZATION
FOR
PRE-LICENSE SURVEY AND/OR MAKE READY WORK
AUTHORIZATION
_____________________________________
BELLSOUTH LICENSE AGREEMENT NO.
Attached is a check in the amount of $ ___________ for the following:
/ / Pre-license survey
/ / Summary estimate
/ / Itemized estimate
You are hereby authorized to proceed with the work necessary to furnish us a
make-ready cost estimate.
_____________________________________ ____________________
AUTHORIZED LICENSEE REPRESENTATIVE DATE
The attached form(s) ________ indicate(s) the total estimated cost for the above
referenced make-ready work.
Should you desire to have this make-ready work accomplished, please forward a
check to this office in the amount of $ ____________.
/ / No make-ready work required
_____________________________________ ____________________
AUTHORIZED BELLSOUTH REPRESENTATIVE DATE
Attached is a check in the amount of $ _____________ for the above referenced
make-ready work. Please proceed with the work.
_____________________________________ ____________________
AUTHORIZED LICENSEE REPRESENTATIVE DATE
BellSouth make-ready work completed _____________________________________.
DATE
Form C-1
Exhibit I
Page 9 of 17
ITEMIZED ESTIMATE
POLE MAKE-READY WORK & CHARGES
------------------------------------- -----------------------------------
LICENSEE DATE
------------------------------------- -----------------------------------
BELLSOUTH LICENSE AGREEMENT NO. CUSTOM WORK ORDER NO.
------------------------------------- -----------------------------------
P.A. APPLICATION NO. EXCHANGE OR WIRE CENTER
------------------------------------- -----------------------------------
AREA LICENSOR REFERENCE NUMBER (IDEAL)
----------------------------------------------------------------------------------------------------------------------------
POLE INFORMATION MAKE-READY WORK REQUIREMENTS MATERIAL LABOR
(5) (6)
----------------------------------------------------------------------------------------------------------------------------
Licensor Performed No.
Pole No. Location Description of Work By & Unit Rate/
(1) (2) (3) (4) Item Cost Total Hours Hour Total
----------------------------------------------------------------------------------------------------------------------------
1 -------------------------------------------------------------------------------------------------------------------------
2 -------------------------------------------------------------------------------------------------------------------------
3 -------------------------------------------------------------------------------------------------------------------------
4 -------------------------------------------------------------------------------------------------------------------------
5 -------------------------------------------------------------------------------------------------------------------------
6 -------------------------------------------------------------------------------------------------------------------------
7 -------------------------------------------------------------------------------------------------------------------------
8 -------------------------------------------------------------------------------------------------------------------------
9 -------------------------------------------------------------------------------------------------------------------------
10 -------------------------------------------------------------------------------------------------------------------------
11 -------------------------------------------------------------------------------------------------------------------------
12 -------------------------------------------------------------------------------------------------------------------------
13 -------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
(SEE REVERSE)
EXPLANATION OF COLUMN
1 Designate pole number assigned by Company
T - Telephone E - Electric (Circle company that will be Licensor)
2 Name of Street, Road, Highway, Route, etc.
3 Work Operations Description, e.g. Lwr 2 ca 1' Rse rack 2'
Lwr top ca 1' Plc A&G
Lwr ca & term 18" Lwr fire alm 1'
Rpl pole Rse trnsf 1'
4 Indicate company to perform work
operation T - Telephone T/C-Either Telephone
E - Electric or CATV (optional)
C - CATV P - Police
F - Fire M - Municipality
O - Other
5 List non-exempt material (only)
6 Indicate labor hours and costs required to perform work operations
listed in (3)
Form C-2
Exhibit I
Page 10 of 17
ITEMIZED ESTIMATE
CONDUIT MAKE-READY WORK & CHARGES
------------------------------------- -----------------------------------
LICENSEE DATE
------------------------------------- -----------------------------------
BELLSOUTH LICENSE AGREEMENT NO. CUSTOM WORK ORDER NO.
------------------------------------- -----------------------------------
P.A. APPLICATION NO. EXCHANGE OR WIRE CENTER
------------------------------------- -----------------------------------
AREA LICENSOR REFERENCE NUMBER (IDEAL)
----------------------------------------------------------------------------------------------------------------------------
CONDUIT INFORMATION MAKE-READY WORK REQUIREMENTS MATERIAL (4) LABOR (5)
----------------------------------------------------------------------------------------------------------------------------
Location Rate/
Street (1) Section (2) Description of Work (3) No & Item Unit Cost Total Hours Hour Total
----------------------------------------------------------------------------------------------------------------------------
1 -------------------------------------------------------------------------------------------------------------------------
2 -------------------------------------------------------------------------------------------------------------------------
3 -------------------------------------------------------------------------------------------------------------------------
4 -------------------------------------------------------------------------------------------------------------------------
5 -------------------------------------------------------------------------------------------------------------------------
6 -------------------------------------------------------------------------------------------------------------------------
7 -------------------------------------------------------------------------------------------------------------------------
8 -------------------------------------------------------------------------------------------------------------------------
9 -------------------------------------------------------------------------------------------------------------------------
10 -------------------------------------------------------------------------------------------------------------------------
11 -------------------------------------------------------------------------------------------------------------------------
12 -------------------------------------------------------------------------------------------------------------------------
13 -------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
(SEE REVERSE)
EXPLANATION OF COLUMN
1 Name of Street, Road, Highway, Route, etc.
2 Conduit section involved, e.g., MH102 to MH103, MH104 to pole 103, etc.
3 Work description, e.g., pump out mh, rod duct, xxxx duct, clear duct, replace
100X cable, etc.
4 List non-exempt material (only)
5 Indicate labor hours and costs required to perform work operations
listed in (3).
Form C-3 Exhibit I
Page 11 of 17
ITEMIZED ESTIMATE / SUMMARY ESTIMATE
------------------------------- Pole Attachment --------------------------
LICENSEE Application No. DATE PREPARED
-----------
------------------------------- Conduit Occupancy --------------------------
BELLSOUTH LICENSE AGREEMENT NO. Application No. AUTHORIZATION NO.
------------
------------------------------- --------------------------
APPLICATION NO. WIRE CENTER OR EXCHANGE
-------------------------------
AREA
Make-Ready Hours Rate/Hr Total
---------- ----- ------- -----
Labor $ $
------- ------ ----------
* Engineering &
Administration $ $
------- ------ ----------
Material $
----------
Total $
----------
* LESS PREVIOUS PAYMENTS UNDER
THIS AUTHORIZATION $
----------
Amount Due $
* If this authorization includes the make-ready survey and associated
payments, engineering and administrative costs for the make-ready survey should
be included in the estimated amount above.
Form D-1 Exhibit I
Page 12 of 17
APPLICATION AND CONDUIT OCCUPANCY LICENSE
------------------------------------- ---------------------------------
LICENSEE DATE
------------------------------------- ---------------------------------
ADDRESS LICENSOR REFERENCE NUMBER (IDEAL)
------------------------------------- ---------------------------------
ADDRESS DATE INPUT INTO IDEAL
-------------------------------------
CITY, STATE, ZIP CODE
In accordance with the terms and conditions of the License Agreement
(BELLSOUTH LICENSE AGREEMENT NO. _______ ) between us, dated _______________,
19__, application is hereby made for a license to occupy the conduit system
shown on form D-2, with the cable and equipment detailed on Forms D-3 and
D-4. This request will be designated as follows:
CONDUIT OCCUPANCY (C. O.)
Application Number CO-_____________(1)
By:
--------------------------------------
AUTHORIZED LICENSEE REPRESENTATIVE
Its:
-------------------------------------
TITLE
Tel. No.
---------------------------------
The above referenced application, CO- ___________ is hereby / / Approved
/ / Declined
to occupy Licensor's conduit system, as indicated on the attached Form D-2,
with cable, equipment, and facilities specified on the attached Forms, D-3
and D-4. Duct footage this license is _____________.
------------------------------------------
AUTHORIZED BELLSOUTH REPRESENTATIVE
------------------------------------------
DATE
(1) Individual applications to be numbered in sequential ascending order by
Licensee for each License Agreement. Licensor will process applications
in sequential ascending order according to the application numbers
assigned by the Licensee.
Form D-2 Exhibit I
Page 13 of 17
---------------------------------------
(LICENSEE)
---------------------------------------
(BELLSOUTH LICENSE AGREEMENT NO.)
---------------------------------------
(C. O. APPLICATION NO.)
CONDUIT SYSTEM DIAGRAM
Letters (A, B, & C) = Cable designation by type from form D-3
Numbers (1, 2, etc.) = Number of cable(s) by section
-------------------- = Represents all cables in conduit section
O = Pole
(See reverse for sample)
CONDUIT SYSTEM DIAGRAM - SAMPLE
[CONDUIT SYSTEM DIAGRAM]
Letters (A,B, & C) = Cable designation by type from form D-3
Numbers (1, 2, etc.) = Number of cable(s) by section
= Represents all cables in conduit section
--------------------
O = Pole
Form D-3
Exhibit I
Page 14 of 17
----------------------------------- -----------------------------------
LICENSEE DATE
----------------------------------- -----------------------------------
BELLSOUTH LICENSE AGREEMENT NO. LICENSOR REFERENCE NUMBER (IDEAL)
----------------------------------- -----------------------------------
CONDUIT OCCUPANCY APPLICATION NO. DATE INPUT INTO IDEAL
----------------------------------- -----------------------------------
AREA
CABLE TO OCCUPY CONDUIT
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Maximum
Cable Wt. Lbs. Metallic Type Maximum Current
Designa- O. D. Per Sheath of Voltage in any Type of
tion Inches Foot or Shield Cable To Ground Conductor Jacket
---------- ---------
Yes No AC DC
(a) (b) (c) (d) (d) (e) (f) (f) (g) (h)
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1
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2
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3
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4
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5
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6
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7
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(a) CABLE DESIGNATION: Assign letter, alphabetically, to each different type
of cable to be installed.
(b) O. D. (INCHES): Outside diameter of cable.
(c) WT. LBS. PER FOOT: Self-explanatory.
(d) METALLIC SHEATH OR SHIELD: Self-explanatory
(e) TYPE OF CABLE: If coaxial cable, show number of tubes.
(f) MAXIMUM VOLTAGE TO GROUND: Self-explanatory.
(g) MAXIMUM CURRENT IN ANY CONDUCTOR: Indicate voltage and amperage.
(h) TYPE OF JACKET: Enter the type of material of the outer jacket or sheath
(polyethylene, PVC, lead, etc.)
Form D-4
Exhibit I
Page 15 of 17
----------------------------------- -----------------------------------
LICENSEE DATE
----------------------------------- -----------------------------------
BELLSOUTH LICENSE AGREEMENT NO. LICENSOR REFERENCE NUMBER (IDEAL)
----------------------------------- -----------------------------------
CONDUIT OCCUPANCY APPLICATION NO. DATE INPUT INTO IDEAL
----------------------------------- -----------------------------------
AREA
EQUIPMENT HOUSINGS TO BE PLACED IN MANHOLES
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Manhole
Location Type Height Width Depth Weight
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
1
------------ ------------ ------------ ------------ ------------ ------------
2
------------ ------------ ------------ ------------ ------------ ------------
3
------------ ------------ ------------ ------------ ------------ ------------
4
------------ ------------ ------------ ------------ ------------ ------------
5
------------ ------------ ------------ ------------ ------------ ------------
6
------------ ------------ ------------ ------------ ------------ ------------
7
------------ ------------ ------------ ------------ ------------ ------------
8
------------ ------------ ------------ ------------ ------------ ------------
9
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10
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11
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12
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13
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14
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Form E
Exhibit I
Page 16 of 17
----------------------------------- -----------------------------------
LICENSEE DATE
----------------------------------- -----------------------------------
LICENSEE REFERENCE NUMBER LICENSOR REFERENCE NUMBER (IDEAL)
----------------------------------- -----------------------------------
AREA DATE INPUT INTO IDEAL
NOTIFICATION OF SURRENDER OR MODIFICATION
OF POLE ATTACHMENT LICENSE BY LICENSEE
In accordance with the terms and conditions of the License Agreement between
us (BELLSOUTH LICENSE AGREEMENT NO. _______________), dated _______________,
19__, notice is hereby given that the licenses covering attachments to the
following poles and/or anchors and/or utilization of anchor/xxx xxxxxx are
surrendered (or modified as indicated in Licensee's prior notification to
Licensor, dated _____________, 19__) effective __________________.
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Assoc. Pole Number License Number License Date Surrender or Modification Date (surrender/modified)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
1 A _
A/GS
----------------------------------------------------------------------------------------------------------
2 A _
A/GS
----------------------------------------------------------------------------------------------------------
3 A _
A/GS
----------------------------------------------------------------------------------------------------------
4 A _
A/GS
----------------------------------------------------------------------------------------------------------
5 A _
A/GS
----------------------------------------------------------------------------------------------------------
6 A _
A/GS
----------------------------------------------------------------------------------------------------------
7 A _
A/GS
----------------------------------------------------------------------------------------------------------
8 A _
A/GS
----------------------------------------------------------------------------------------------------------
9 A _
A/GS
----------------------------------------------------------------------------------------------------------
10 A _
A/GS
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Date licensor received notification: __________________
Date licensor accepted modification: __________________
By:
--------------------------------------- ----------------------------------
AUTHORIZED BELLSOUTH REPRESENTATIVE AUTHORIZED LICENSEE REPRESENTATIVE
----------------------------
Poles:_______
DISCONTINUED: Anchors: _______ ----------------------------------
Anchor/Guy Strands: _______ TITLE
----------------------------
Form F
Exhibit I
Page 17 of 17
----------------------------------- -----------------------------------
LICENSEE DATE
----------------------------------- -----------------------------------
LICENSEE REFERENCE NUMBER LICENSOR REFERENCE NUMBER (IDEAL)
----------------------------------- -----------------------------------
AREA DATE INPUT INTO IDEAL
NOTIFICATION OF SURRENDER OR MODIFICATION
OF CONDUIT OCCUPANCY LICENSE BY LICENSEE
In accordance with the terms and conditions of the License Agreement between
us (BELLSOUTH LICENSE AGREEMENT NO. _______________), dated _______________,
19__, notice is hereby given that the licenses covering occupancy of the
following conduit are surrendered (or modified as indicated in Licensee's
prior notification to Licensor, dated _____________, 19__) effective
__________________.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
License Number License Date Surrender of Modification Date (surrender/modified)
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
1
-----------------------------------------------------------------------------------------------
2
-----------------------------------------------------------------------------------------------
3
-----------------------------------------------------------------------------------------------
4
-----------------------------------------------------------------------------------------------
5
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6
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7
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8
-----------------------------------------------------------------------------------------------
9
-----------------------------------------------------------------------------------------------
10
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Date licensor received notification: __________________
Date licensor accepted modification: __________________
By:
----------------------------------- -----------------------------------
AUTHORIZED BELLSOUTH REPRESENTATIVE AUTHORIZED LICENSEE REPRESENTATIVE
DISCONTINUED:
Total duct footage: -----------------------------------
------------------ TITLE
Exhibit II
Page 1 of 1
NONDISCRIMINATION COMPLIANCE AGREEMENT
Contractors shall comply with the applicable provisions of the following:
Exec. Order No. 12138. P L. 95-507, Exec. Order No. 11246, Exec. Order
No. 11625, Section 8 of the Small Business Act as amended. Railroad
Revitalization and Regulatory Reform Act of 1976. Exec. Order No. 11701,
Exec. Order No. 11758, Exec. Order No. 12138, Section 503 of the
Rehabilitation Act of 1973 as amended by XX00-000, Xxxxxxx Era Veteran's
Readjustment Assistance Act of 1974 and the rules, regulations and relevant
Orders of the Secretary of Labor pertaining to the Executive Orders and
Statutes listed above.
For contracts of or which aggregate to $2,500 or more annually, the following
table describes the clauses which are included in the contract:
1. Inclusion of the Equal Employment clause in all contracts and orders;
2. Certification of non-segregated facilities;
3. Certification that an affirmative action program has been developed
and is being filed;
4. Certification that an annual Employers Information Report (EEO-1
Standard Form 100) is being filed;
5. Inclusion of the "Utilization of Minority and Women's Business
Enterprises" clause in all contracts and orders;
6. Inclusion of the "Minority and Women's Business Enterprise
Subcontracting Program" clause in all contracts and orders;
7. Inclusion of the "Listing of Employment Openings" clause in all
contracts and orders;
8. Inclusion of the "Employment of the Handicapped" clause in all
contracts and orders:
CONTRACT VALUE CLAUSE(S) REQUIRED
$ 2,500 to $10,000 8
$10,000 to $50,000 1, 2, 5, 6, 7, 8
$50,000 or more 1, 2, 3*, 4*, 5, 6, 7, 8
* Applies only for businesses with 50 or more employees
1. Equal Employment Opportunity Provisions
In accordance with Exec. Order No. 11246, dated September 24, 1965 and Part
60-1 of, Title 41 of the codes of Federal Regulations (Public Contracts and
Property Management, Office of Federal Contract Compliance. Obligations of
Contractors and Subcontractors), as may be amended from time to time, the
parties incorporate herein by this reference the regulations and contract
clauses required by those provisions to be made a part of Government
contracts and subcontracts.
2. Certification of Non-segregated Facilities
The contractor certifies that it does not and will not maintain any facilities
it provides for its employees in a segregated manner, or permit its employees to
perform their services at any location under its control where segregated
facilities are maintained and that it will obtain a similar certification to the
award of any nonexempt subcontract.
3. Certification of Affirmative Action Program
The contractor affirms that it has developed and is maintaining an affirmative
action plan as required by Part 60-2 of Title 41 of the Code of Federal
Regulations.
4. Certification of Filing of Employers Information Reports
The contractor agrees to file annually, on or before the 31st day of March,
complete and accurate reports on Standard Form 100 (EEO-1) or such forms as may
be promulgated in its place.
5. Utilization of Minority and Women's Business Enterprises
(a) It is the policy of the Government and BellSouth Corporation and its
affiliates as a Government contractor, that minority and women's business
enterprises shall have the maximum practicable opportunity to participate in the
performance of contracts.
(b) The contractor agrees to use his or her best efforts to carry out this
policy in the award of his or her subcontracts to the fullest extent
consistent with the efficient performance of this contract. As used in this
contract, the term "minority or women's business enterprise" means a business
with at least 51 percent of which is owned by minority or women group
members or in case of publicly owned businesses, at least 51 percent of the
stock of which is owned by minority or women group members. For purposes of
this definition, minority group members are Blacks, Hispanics, Asians,
Pacific Islanders, American Indians and Alaskan Natives. Contractors may rely
on written representation by subcontractors regarding their status as
minority or women's business enterprises in lieu of an independent
investigation.
6. Minority and Women's Business Enterprise Subcontracting Program
(a) The contractor agrees to establish and conduct a program which will enable
minority and women's business enterprises (as defined in paragraph 5 above) to
be considered fairly as subcontractors and suppliers under the contract. In this
connection, the Contractor shall:
(1) Designate a liaison officer who will administer the contractor's minority
and women's business enterprises program;
(2) Provide adequate and timely consideration of the potentialities of known
minority and women's business enterprises in all "make-or-buy" decisions;
(3) Assure that known minority and women's business enterprises will have an
equitable opportunity to compete for subcontracts, particularly by arranging
solicitations, time for the preparation of bids, quantities, specifications, and
delivery schedules so as to facilitate the participation of minority and women's
business enterprises;
(4) Maintain records showing (i) procedures which have been adopted to comply
with the policies set forth in this clause, including the establishment of a
source list of minority and women's business enterprises, (ii) awards to
minority and women's business enterprises on the source list and (iii) specific
efforts to identify and award contracts to minority and women's business
enterprises;
(5) Include the Utilization of Minority and Women's Business Enterprises clause
in subcontracts which offer substantial minority and women's business
enterprises subcontracting opportunities;
(6) Cooperate with the Government's Contracting Officer for BellSouth
Corporation or its affiliates in any studies and surveys of the contractor's
minority and women's business enterprises procedures and practices that the
Government's Contracting Officer may from time to time conduct;
(7) Submit periodic reports of subcontracting to known minority and women's
business enterprises with respect to the records referred to in sub-paragraph
(4) above, in such form and manner and at such time (not more often than
quarterly) as the Government's Contracting Officer for BellSouth Corporation or
its affiliates may prescribe.
(b) The contractor further agrees to insert, in any subcontract hereunder which
may exceed $500,000 (or in the case of WBE $1,000,000 in the case of contracts
for the construction of any public facility and which offer substantial
subcontracting possibilities) provisions which shall conform substantially to
the language of this Agreement, including this paragraph (b) and to notify the
Contracting Officer of the names of such subcontractors.
7. List of Employment Openings for Veterans
In accordance with Exec. Order 11701, dated January 24, 1973, and Part 60-250 of
Title 41 of the Code of Federal Regulations, as it may be amended from time to
time, the parties incorporate herein by this reference the regulations and
contract clauses required by those provisions to be made a part of Government
contracts and subcontracts.
8. Employment of the Handicapped
In accordance with Exec. Order 11758 dated January 15, 1974, and Part 60-741 of
Title 41 of the Code of Federal Regulations as may be amended from time to time,
the parties incorporate herein by this reference the regulations and contract
clauses required by those provisions to be made a part of Government contracts
and subcontracts.
Exhibit III
Page 1 of 1
CONFLICT OF INTEREST AGREEMENT
The Licensor does business with thousands of contractors and suppliers. It
is a fundamental policy of the Licensor that such dealings shall be conducted
on a fair and impartial basis, free from improper influences, so that all
participating contractors and suppliers may be considered on the basis of the
quality and cost of their product or service.
The Licensor is also committed to doing business with contractors and
suppliers in an atmosphere that is in keeping with the highest standards of
business ethics. Although the Licensor recognizes that the exchange of gifts
and entertainment is customary in some businesses, the Licensor believes that
this practice often raises embarrassing questions about the motive of both
the giver and receiver. Therefore, the Licensor has for some time followed a
policy that its employees shall not accept from customers, suppliers of
property, goods, or Services, or from any other persons, any gifts, benefits,
or unusual hospitality that may in any way tend to influence them, or have
the appearance of influencing them, in the performance of their jobs.
Employees of the Licensor who are authorized to make purchases or negotiate
contracts are aware of this policy.
The Licensor believes that firm adherence to this policy will help establish
better business relationships between the Licensor and any Licensee. The
Licensor solicits the Licensee's cooperation in achieving that objective.
By executing this Agreement, the Licensee hereby stipulates that the Licensee
has not employed, retained, induced, or directed any person employed by the
Licensor to solicit or secure this Agreement upon agreement, offer,
understanding, or implication involving any form of remuneration whatsoever.
The Licensee agrees that in the event of an allegation of substance (the
determination of which will be solely made by the Licensor) that there has
been a violation hereof, the Licensee will cooperate in every reasonable
manner with the Licensor in establishing whether the allegation is true.
Notwithstanding any provisions of this Agreement to the contrary, if a
violation of this provision is found to have occurred and is deemed material
by the Licensor, the Licensor may terminate this Agreement.
Exhibit IV
Page 1 of 1
NONDISCLOSURE AGREEMENT
During the term of this Agreement it may be necessary for the parties to
provide to each other certain information considered to be proprietary or
confidential. The receiving party shall protect such information of the
disclosing party from whatever source from distribution, disclosure, or
dissemination to anyone except employees of the receiving party with a need
to know such information in conjunction with the provision of Services
hereunder, except as authorized herein or as otherwise authorized in writing.
All such information shall be in writing or other tangible form and clearly
marked with a confidential or proprietary legend. Information conveyed
orally shall be designated as proprietary or confidential at the time of such
oral conveyance and shall be reduced to writing within forty five (45) days.
The receiving party will not have an obligation to protect any portion of the
disclosing party's information which:
is made publicly available by the disclosing party or lawfully by a
nonparty to this Agreement; or
is lawfully obtained by the receiving party from any source other than the
disclosing party; or
is previously known to the receiving party without an obligation to keep it
confidential; or is released by the disclosing party in writing; or
is released by the receiving party pursuant to any valid subpoena issued in
connection with any legal action or administrative proceedings; however,
notice of the subpoena shall immediately be given to the other party.
The receiving party will only make copies of the information received from
the disclosing party as are necessary for its use under the terms hereof,
and each such copy will be marked with the same proprietary notices as
appear on the originals.
The receiving party agrees to use the information solely in furtherance of
its obligations under this Agreement and for no other purpose.
The receiving party agrees not to identify the disclosing party or any
other owner of information disclosed hereunder in any advertising or
publicity without the prior written permission of the disclosing party.
Exhibit V
Page 1 of 3
------------------------------------
DATE
------------------------------------
LICENSEE
------------------------------------
AUTHORIZED LICENSEE REPRESENTATIVE
------------------------------------
TELEPHONE NUMBER
Re: Transfer of License Agreements for Pole Attachments and/or Conduit
Occupancy
Attached is a Consent of Licensor, BellSouth Telecommunications, Inc., form
for the purpose of transferring ownership of a company having a license
agreement for Pole and/or conduit occupancy with Licensor.
Both, Purchaser/Licensee and Seller, agree to the terms stated herein as
indicated by authorized signatures on attached (page 3) in the space
provided. Two (2) fully executed copies of the Consent of Licensor form are
attached.
Purchaser/Licensee is required to sign a new license agreement with Licensor
(if none exists with Purchaser/Licensee in service area) and will provide
Licensor the following as specified in license agreement.
1) Letter of credit
2) Insurance certificate
3) Bond certificate
4) True copy of franchise with city/area doing business
5) Three (3) copies of map showing the exact boundaries of area to be
served
attachment
Exhibit V
Page 2 of 3
------------------------------------
DATE
------------------------------------
PURCHASER/LICENSEE
------------------------------------ ----------------------------------
ADDRESS AUTHORIZED LICENSEE REPRESENTATIVE
------------------------------------ ----------------------------------
ADDRESS TITLE
------------------------------------ ----------------------------------
CITY, STATE, ZIP CODE TELEPHONE NUMBER
CONSENT of LICENSOR
BellSouth Telecommunications, Inc.("Licensor"), is hereby advised that
_______________________________________________________ (hereinafter called
Purchaser/Licensee) intends to purchase from
_____________________________________________________________________________.
(hereinafter called Seller) all or substantially all of the assets of Seller's
company serving the territory of ____________________________________________.
The Seller's Pole Attachments and/or Conduit Occupancy are covered by that
License Agreement for Pole Attachments and/or Conduit Occupancy (BELLSOUTH
LICENSE AGREEMENT NO. ____________________ ) effective __________________,
between Licensor and Seller (the "Seller's Pole Attachment and/or Conduit
Occupancy Agreement").
This letter will confirm that effective upon Purchaser/Licensee's purchase of
Seller's assets and the execution of a new License Agreement for Pole
Attachments and/or Conduit Occupancy between Purchaser/Licensor and Licensor,
the Seller's Pole Attachment and/or Conduit Occupancy Agreement shall be
terminated and be of no further force or effect, and the Seller's Pole
Attachments and/or Conduit Occupancy will cease to be covered under the Seller's
Pole Attachment and/or Conduit Occupancy Agreement and will instead be included
under the new Purchaser/Licensee's Pole Attachment and/or Conduit Occupancy
Agreement at the appropriate terms applicable. In the interim, assets purchased
from Seller will continue to be billed at the rate specified in the Seller's
Pole Attachment and/or Conduit Occupancy Agreement.
Purchaser/Licensee shall assume any and all liabilities or obligations with
respect to the "Seller's Pole Attachment and/or Conduit Occupancy Agreement" as
of the purchase date.
Exhibit V
Page 3 of 3
Purchaser/Licensee shall be responsible for obtaining from the appropriate
governmental and/or private authority any required authorization to construct,
operate and/or maintain its communications facilities on public and/or private
property before it attaches its communications facilities to poles located on
such public and/or private property. Such authorizations may include, but are
not necessarily limited to, certificates of public convenience and necessity to
provide service to the public and appropriate easements or right of way permits
for location of facilities. In the absence of evidence satisfying the above,
Licensor reserves the right to revoke or refuse to issue a license.
CONSENTED AND AGREED TO BY:
---------------------------------- Seller
By :
----------------------------------------
Name (Typed) :
----------------------------------------
Title :
----------------------------------------
Date :
----------------------------------------
---------------------------------- Purchaser/Licensee
By :
----------------------------------------
Name (Typed) :
----------------------------------------
Title :
----------------------------------------
Date :
----------------------------------------
BELLSOUTH TELECOMMUNICATIONS, INC.
By :
----------------------------------------
Name (Typed) :
----------------------------------------
Title :
----------------------------------------
Date :
----------------------------------------
Exhibit VI
Page 1 of 1
PROCEDURES FOR EMERGENCY ENTRANCE OF MANHOLES
For the purpose of emergency restoration, the Licensee will be responsible for
abiding by terms of the agreement with Licensor as stipulated in Article IX,
item F, and all OSHA rules and regulations concerning entering and working in
Licensor's manholes. THE PRESENCE OF LICENSOR'S AUTHORIZED EMPLOYEE OR AGENT IS
TO PROTECT THE LICENSOR'S EQUIPMENT AND SHALL NOT RELIEVE LICENSEE OF THE
RESPONSIBILITY TO CONDUCT ALL OF ITS WORK OPERATIONS IN AND AROUND LICENSOR'S
MANHOLES IN A SAFE AND WORKMANLIKE MANNER, IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
On a 24-hour basis, the Licensee should contact the previously assigned
BellSouth regional service manager. If service manager is unavailable or not
known (or for a new Licensee), call the Regional Customer Service Center in
Jacksonville, Florida, at 0-000-000-0000.
Exhibit VII
Page 1 of 1
SUBSIDIARY COMPANIES
THIS EXHIBIT VII, effective as of ______________, , is an integral part of
the License Agreement between BELLSOUTH TELECOMMUNICATIONS, INC. (Licensor),
and IWL COMMUNICATIONS, INCORPORATED (Licensee), and contains a list of the
subsidiary companies of the Licensee (Licensee's Subsidiaries) which shall be
governed by said Agreement.
1)
2)
3)
4)
Licensee's subsidiaries shall be required to comply with the terms and
conditions of the Agreement and any amendments thereto,and Licensee shall
remain jointly and severally liable to Licensor for such compliance.
