AGREEMENT #______CATV
CATV LICENSE AGREEMENT FOR POLE ATTACHMENTS
AND/OR CONDUIT OCCUPANCY IN THE STATE OF MARYLAND
DATED .
BETWEEN
VERIZON MARYLAND INC.
AND
. .
(LICENSEE)
PLR:
CONTENTS
ARTICLE PAGE
I Definitions 4
II Scope of Agreement 5
III Fees, charges, and Price Schedule 6
IV Billing 7
V Specifications 8
VI Legal Requirements 9
VII License Applications 9
VIII Inspection and Make-Ready Work 10
IX Construction and Maintenance of
Communications Facilities 13
X Others Poles 15
XI Unauthorized Attachment or Occupancy 16
XII Non-Discrimination 16
XIII Liability and Damages 17
XIV Insurance 18
XV Bond 19
XVI Authorization Not Exclusive 20
XVII Assignment of Rights 20
XVIII Failure to Enforce 20
XIX Termination of Licenses or Agreement 20
XX Removal of Facilities 21
XXI Term of Agreement 22
XXII Notices 22
XXIII Governing Law 22
XXIV Supersedure of Previous Agreement(s) 23
XXV Arbitration 23
XXVI Reasonable Conduct 24
APPENDIX
I Schedule of Fees and Charges
II Administrative Forms and Notices
III Construction Unit Prices
IV Engineering Unit Prices
V List of Approved Contractors
VI Post Construction Engineering of Already-
Constructed Facilities and Rebuilds
EXHIBIT
A Map of General Area
CATV LICENSE AGREEMENT
THIS AGREEMENT, executed this day of 2005 , between Verizon Maryland Inc., a corporation organized and existing under the laws of the State of Maryland, having its principal office in the City of Baltimore, hereinafter called Verizon MD, and organized and existing under the laws of the State of
. . having its principal office in the City of . , hereinafter called Licensee;
W I T N E S S E T H:
WHEREAS, Licensee proposes to furnish communications services in (general description of area)
; as shown in Exhibit “A” which is attached hereto and made a part hereof: and
WHEREAS, Licensee desires to place and maintain aerial and/or underground communications facilities within the area described above and desires to place such communications facilities on poles or in the conduit system Verizon MD; and
WHEREAS, Verizon MD is willing to permit the placement of said communications facilities on or within Verizon MD’s facilities under the conditions described below;
WHEREAS, this Agreement is intended to provide a structure and an incentive for the parties to perform their respective work efficiently and economically.
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, the parties do hereby mutually covenant and agree as follows:
ARTICLE I - DEFINITIONS
As use in this Agreement, the following terms shall have the following meanings:
A) Anchor - An assembly (rod and fixed object or plate owned solely or in part by Verizon MD), designed to
resist the pull of a guy strand.
B) Conduit - A structure, usually underground, containing one or more ducts.
C) Conduit Occupancy - Occupancy of a conduit system by any item of Licensee’s communication facilities.
D) Conduit Section - Conduit between two adjacent manholes or between a manhole and an adjacent pole or
other structure.
E) Conduit System - Any combination of duct conduits, handholds, and vaults joined to form an integrated
whole, which is owned solely or in part by Verizon MD.
F) Duct or Inner-Duct - A single enclosed raceway for wire conductors or cables.
G) Guy Strand - 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 Verizon MD.
I) Joint User - A joint owner or other party which may attach to a pole, anchor or occupy a conduit either
solely or partially owned by Verizon MD, in return for granting Verizon MD equivalent right or
attachment or occupancy to poles, anchors and/or conduit which it owns, either solely or partially.
J) Licensee’s Communications Facilities - All facilities, including but not limited to cables, equipment, associated
hardware owned and utilized by Licensee which are attached to a pole, anchor or occupy a conduit system.
K) Manhole - A subsurface enclosure which personnel may enter and use for the purpose of installing, operating and
maintaining communications facilities. In no event shall Licensee be permitted to open Verizon MD’s manholes without a Verizon MD representative on site.
L) Make-Ready Work - All work, including but not limited to, addition, rearrangement and/or transfer of existing
facilities, replacement of a pole, construction of or addition to the conduit system or other changes required to
accommodate Licensee’s communications facilities on a pole, anchor or in a conduit system. In a conduit system,
make-ready work shall include all work necessary to provide a clear duct with pull wire.
M) Pre-Construction Engineering - 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 jointly or solely owned by Verizon MD or hereafter administrated by Verizon MD under
agreement in the of Maryland.
O) Pole Attachment - Any item of Licensee’s communications facilities affixed to a pole.
ARTICLE II - SCOPE OF AGREEMENT
A) Subject to the provisions of this Agreement, Verizon MD agrees to issue to Licensee for any lawful
communications purpose revocable, non- exclusive licenses authorizing the attachment of Licensee’s communications facilities to poles, or to placement of Licensee’s communications facilities in Verizon MD’s conduit system.
B) No use, however extended, of Verizon MD’s poles or conduit system, nor payment of any fees or charges required
under this Agreement, shall create or vest in Licensee any ownership or property rights of any nature in such poles
or conduit system. Licensee hereby agrees to indemnify and save Verizon MD harmless from any claims,
liability and expense ( including, without limitations, attorney’s fees ) arising from Licensee’s assertion of rights
under this ¶ B.
C) Nothing contained in this Agreement shall limit Verizon MD ’s right to locate and maintain its poles and conduit
system and to operate its facilities in conjunction therewith in such a manner as will best enable it to fulfill its
its own service requirements.
D) Nothing contained in this Agreement shall be construed to compel Verizon MD to construct, reconstruct, retain,
extend, place or maintain any pole, duct, or other facility for use by Licensee not needed for Verizon MD’s own
service requirement.
E) Nothing contained in this Agreement shall be construed as a limitation, restriction, or prohibition against Verizon MD with respect to any agreement or arrangement which Verizon MD has heretofore entered into or may in the future enter into, with others not parties to this Agreement regarding the poles 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.
F) Verizon MD, at its sole discretion, may decide whether or not specific facilities of Licensee may be
allowed on Verizon MD 's poles or in Verizon MD’s conduit system and manholes. Verizon MD reserves the right to refuse to grant a license for attachment to a pole or for placement of facilities in a conduit when Verizon MD determines that the available capacity on such pole or in such conduit is required for its exclusive use or for the use of a joint user or governmental entity with pole attachment
rights or conduit occupancy rights and determines that the pole or conduit may not reasonably be
rearranged or replaced to accommodate Licensee’s communications facilities.
G) Should Verizon MD, joint user or governmental entity having pole or anchor accommodation rights, or conduit occupancy rights, for its own service requirements, need to attach additional facilities to any of the poles or anchors to which Licensee is attached, or place additional facilities in a conduit which Licensee occupies, Licensee shall either rearrange its facilities on the pole, anchor or in the conduit, or transfer them to a replacement pole, anchor, or conduit as determined by Verizon MD, so that additional facilities of Verizon MD, joint user or governmental entity may be accommodated. The cost of such rearrangement and/or transfer will be at the sole expense of Licensee. If Licensee does not rearrange or transfer its communications facilities within thirty (30) days after receipt of written notice from Verizon MD requesting such rearrangement to transfer, Verizon MD or joint user may perform or have performed such rearrangement or transfer a Licensee’s sole expense, and risk and without liability on the part of Verizon MD or joint user , provided, however, the written notice shall not be sent until such facilities are ready for such rearrangement or transfer.
H) Should Verizon MD decide or be required to relocate any pole or anchor to which Licensee is attached
or conduit which Licensee occupies, Verizon MD shall give Licensee written notice of such relocation.
Licensee shall rearrange or transfer its facilities within thirty (30) days after receipt of such written
notice or within such shorter period as may be imposed by circumstances or an entity beyond
Verizon MD’s control. If Licensee does not so rearrange or transfer its communications facilities,
Verizon MD may perform or have performed such rearrangement or transfer at Licensee’s sole expense and risk and without liability on the part of Verizon MD .
ARTICLE III - FEES, CHARGES, AND PRICE SCHEDULE
A) Licensee hereby agrees to pay the attachment and occupancy fees and charges as specified in
Appendix I Schedule of Fees and Charges. Verizon MD may adjust said fees and charges upon at
least ninety (90) days’ prior written notice to Licensee. Verizon MD will provide the Cable
Television Association of Maryland, Delaware and the District of Columbia, Inc., with a copy of the
notice. All Fees and charges contained in Appendix I are in effect and payable, subject to standards
applied by the Federal Communications Commission..
B) Verizon MD shall receive payment from Licensee for all applicable fees charges due within forty-five (45) days
after issuance of the bill cost or estimate, subject to Licensee’s right to withhold disputed payments under Article
IV(B)(3). If payment is not received when due, it shall be subject to a 1-1/2% per month late charge.
C) Price Schedule for Pole work
1) Construction Unit Price Schedule. Construction work described in Appendix III shall be performed by
Verizon MD upon its facilities at the unit prices specified in that Appendix. Complex construction, as that term is commonly used and known to the parties, and its associated engineering, shall be performed by Verizon MD at time and material rates.
2) Engineering Unit Price Schedule. All engineering, except as specifically identified in ¶ 1 above, shall be
billed at the unit prices set forth in Appendix IV. These unit prices apply to each pole on application submitted
to Verizon MD and cover all pre-inspection, tri-party, post-inspection engineering and back office work.
3) Unit Price Revisions. The parties agree that the unit prices specified in ¶s 1 and 2 above shall be effective until March 1, 1994 (“initial period”). After the initial period, prices may be increased annually based upon changes in Verizon MD costs. Unless the parties agree in writing before the expiration of the initial period or subsequent additional periods to unit prices for one additional year after the initial (“additional period”) or unless a party submits a proposal for the additional period’s unit prices for arbitration under Article XXV at least seven (7) days prior to the expiration of the initial period or subsequent additional period, unit prices for the parties during the additional period
shall be determined and fixed by multiplying the total percent increase in the average of the
Baltimore-Metropolitan-Consumer Price Index - All Urban Workers and the Washington, D. C.-
Metropolitan-Consumer Price Index-All Urban Workers for the immediately preceding twelve month
period, by the unit prices specified in Appendix III and IV and by adding the sums so derived to the
existing unit prices.
If a party submits a proposal for the additional period unit prices to arbitration, the unit prices that are derived, as
specified above, shall be applied and paid until a final decision is rendered by the arbitrators. The arbitrators’
final decision, however, shall be applied for the entire additional period and any adjustments occasioned by a
difference between the additional period prices paid and the additional period prices finally determined in
arbitration together with interest at the rate of 1-1/2% per month shall be promptly made between the parties.
If the Agreement continues in effect after March 1, 1995, unit prices applicable in each year that the
Agreement continues in effect shall be determined and fixed by multiplying the total percent increase
in the average of the Baltimore-Washington-Consumer Price Index - All Urban Workers, commencing
on March 1, of the immediately preceding year, by the unit prices specified in Appendices III and IV
and by adding the sums so derived to the existing unit prices.
The parties intend that the unit prices for engineering will apply to each pole subject to this Agreement
under application and will cover the reasonable and appropriate costs of pre-inspection, tri-party,
applicable engineering, back office work, and post-inspection.
D) Time and material for Conduit Work
1) All work involved on a conduit application, both engineering and construction, will be billed on a
time and material basis.
2) Verizon MD shall use reasonable efforts to provide accurate estimates of costs to Licensee,
but Licensee understands that factors such as obstructed conduit are not foreseeable and may
substantially increase the actual charge of the work.
ARTICLE IV - BILLING
A) Conduit
1) Licensee shall pay bills for conduit engineering and construction within forty-five (45) days. All
bills not paid within the forty five (45) day period shall be subject to a late charge of 1 1/2% per month.
2) Any request for adjustment of any invoice must be in writing no later than forty-five (45) days after
receipt of the invoice or receipt of supporting records therefor provided the request for supporting records made is within forty-five (45) days after receipt of the invoice, whichever is later. The request for adjustment shall state specifically the basis for the request. Payment of that portion of invoices subject to bona fide dispute may be withheld by either party pending resolution of the dispute provided