HomeMy WebLinkAbout13 USA Media Cebridge Connections Agenda Item # 13
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Staff Report
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To: Board of Directors
From: Peter Holzmeister
Date: April 30, 2004
Subject: Transfer of agreements from USA Media to Cebridge Connections
Why this matter is before the board: This matter involves transferring two agreements
from USA Media to Cebridge Connections. Cebridge Connections is in the process of
purchasing the USA Media system in Truckee. Only the board can authorize the
transfer of the agreements.
History: There are two agreements between the District and USA Media, one is the
Pole Attachment License Agreement and the other is the Television Receive/Transmit
Site Lease Agreement. Copies of these agreements are attached for your review. It has
been our practice to transfer these agreements to new owners whenever the local cable
television system has been sold. The Agreements anticipate that this will be happen.
New information: Attached are two letters from Jim Faircloth, President of USA Media.
The letters inform us that USA Media's cable television system in Truckee is being sold
to Cebridge Connections and asks for the transfer of the two Agreements. I think it
would be easy for us to transfer the Pole Attachment Agreement. The Site Lease
Agreement is more problematic.
Under the terms of the Site Lease Agreement USA Media has placed dish antennas on
land we own known at the Northside property. We have a major well, pump station and
storage tank at that site. The well at Northside contains 38 parts per billion of arsenic,
which exceeds the 10 parts per billion limit that takes effect in 2006. We are concerned
that we may need to construct a treatment plant at that site at some time in the near
future for removal of arsenic from the well water. There is not enough room on the site
to accommodate the USA Media dishes and a treatment plant.
The Site Lease Agreement is due to expire in 2005. 1 would not recommend that we
enter into a long term lease agreement with USA Media for use of that site beyond 2005.
If we renew the lease for use of the site beyond 2005 1 would recommend we have a
clause that permits the District to terminate the lease on short notice to allow us to
construct a treatment plant, should that become necessary. I believe we should disclose
this to USA Media at this time so there is not confusion about it in the future when we
are dealing with a new cable system owner.
A second concern I have is the annual rental amount. We have recently been renting
our land to interested parties for much more than we are charging USA Media. We
charge USA Media $25 per month, while we charge AT&T$1,000 per month for
placement of a wireless antenna at the water tank in Gateway. If we extend the Site
Lease at Northside we should increase the monthly rent to something comparable to
what we charge for use of the Gateway site.
Recommendation:
1. 1 recommend the board authorize transfer of the Pole Attachment License agreement
from USA Media to Cebridge Connections
2. 1 recommend the board authorize transfer of the Site Lease Agreement and that a
letter be sent to USA Media describing the concerns spelled out above
USA MEDIA GROUP, LLC
6490 S. McCARRAN BLVD., SUITE 22
RENO,NEVADA 89509
(775) 825-3111
April 19, 2004
Mr. Peter Holtzmeister REGD APR" 2 6 2004
Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, California 96161
Re: Television Receive/Transmit Site Lease Agreement dated August 1, 1985,
between the Truckee Donner Public Utility District("TDPUC") and USA
Media Group, LLC the"Contract")
Dear Mr. Holtzmeister:
This letter serves to inform the TDPUC that USA Media Group, LLC, Delaware limited
liability company("USA Media") and Cequel III Communications I, LLC, a Delaware limited
liability company[doing business as Cebridge Connections ("Cebridge")], have entered into an
Asset Purchase Agreement dated as of March 5, 2004, providing for the sale of certain of USA
Media's cable television business serving California,Nevada, Idaho, Oregon and Washington
and surrounding areas (the "System"). In connection with the sale, USA Media will be assigning
all of its right, title and interest in the above-referenced Contract to Cebridge or its assignee.
Such assignment will be effective as of the date of the closing of the sale of the System to
Cebridge(the"Effective Date").
On behalf of USA Media, we respectfully request that you consent to (i)the assignment
and transfer of all of USA Media's right, title and interest in the Contract, together with all rights
and obligations thereunder arising from and after the Effective Date, to Cebridge or an entity
controlling, controlled by or under common control with it ("Cebridge Affiliate"), effective as of
the Effective Date, and the assignment and/or pledge of its rights under the Contract by Cebridge
or such Cebridge Affiliate, for collateral purposes, to such financial institutions as Cebridge or
such Cebridge Affiliate may select from time to time. In addition, we request that you
acknowledge that the Contract represents the entire understanding of the parties with respect to
the subject matter thereof and is in full force and effect, that USA Media is in material
compliance-with the provisions of the Contract and that there exists no fact or circumstance that
constitutes or that, with the passage of time or the giving of notice or both, would constitute a
default or event of default under the Contract.
....................
As of the Effective Date, Cebridge or such Cebridge Affiliate, as the case may be, will be
bound by and will assume and discharge, in accordance with its terms, all obligations under the
Contract with respect to periods from and after the Effective Date.
Please evidence your consent to, agreement with and acknowledgement of the matters set
forth in this letter by signing, dating and returning the enclosed copy of this letter. If you have
any questions or require further information, please contact the undersigned or Dawn McWithey
at (530) 587-6100. Your prompt attention and cooperation in this matter are greatly appreciated.
Very truly yours,
Jim K. Faircloth
President and Chief Operating Officer
ACKNOWLEDGED, CONSENTED AND AGREED TO THIS
day of , 2004:
Truckee Donner Public Utility District
By:
Name:
Title:
USA MEDIA GROUP,LLC
6490 S. McCARRAN BLVD., SUITE 22
RENO, NEVADA 89509
(775) 825-3111
April 19, 2004
RECD APR 2 > 2004
Mr. Peter Holzmeister
Truckee Donner Public Utility District
PO Box 309
Truckee, California 96160
Re: Pole Attachment License Agreement dated March 31, 2003,between
Truckee Donner Public Utility District ("TDPUD") and USA Media
Group, LLC (the"Contract")
Ladies and Gentlemen:
This letter serves to inform the.Truckee Donner Public Utlity District that USA Media
Group, LLC, a Delaware limited liability company ("USA Media") and Cequel III
Communications I, LLC, a Delaware limited liability company [doing business as Cebridge
Cdnnections ("Cebridge")], have entered into an Asset Purchase Agreement dated as of March 5,
2004, providing for the sale of certain of USA Media's cable television business serving
California, Nevada, Idaho, Oregon and Washington and surrounding areas (the"System"). In
connection with the sale, USA Media will be assigning all of its right, title and interest in the
above-referenced Contract to Cebridge or its assignee. Such assignment will be effective as of
the date of the closing of the sale of the System to Cebridge(the"Effective Date").
On behalf of USA Media, we respectfully request that you consent to (i) the assignment
and transfer of all of USA Media's right, title and interest in the Contract, together with all rights
and obligations thereunder arising from and after the Effective Date, to Cebridge or an entity
controlling, controlled by or under common control with it ("Cebridge Affiliate"), effective as of
the Effective Date, and the assignment and/or pledge of its rights under the Contract by Cebridge
or such Cebridge Affiliate, for collateral purposes, to such financial institutions as Cebridge or
such Cebridge Affiliate may select from time to time. In addition, we request that you
acknowledge that the Contract represents the entire understanding of the parties with respect to
the subject matter thereof and is in full force and effect, that USA Media is in material
compliance with the provisions of the Contract and that there exists no fact or circumstance that
constitutes or that, with the passage of time or the giving of notice or both, would constitute a
default or event of default under the Contract.
As of the Effective Date, Cebridge or such Cebridge Affiliate, as the case may be, will be
bound by and will assume and discharge, in accordance with its terms, all obligations under the
Contract with respect to periods from and after the Effective Date.
Please evidence your consent to, agreement with and acknowledgement of the matters set
forth in this letter by signing, dating and returning the enclosed copy of this letter. If you have
any questions or require further information, please contact the undersigned or Dawn McWithey
at (530) 587-6100. Your prompt attention and cooperation in this matter are greatly appreciated.
Very truly yours,
Tim K. Faircloth
President and Chief Operating Officer
ACKNOWLEDGED, CONSENTED AND AGREED TO THIS
day of 2004:
Truckee Donner Public Utility District
By:
Name:
Title:
TELEVISION RECEIVE/TRANSMIT SITE LEASE AGREEMENT
THIS AGREEMENT is entered into as of the lst day of August,
1985, by and between the Truckee Donner Public Utility District,
a California Public Utility District, ("Landlord" ) and Weststar
Communications I, a California limited partnership, ("Tenant") ,
with respect to the following facts:
A. Landlord owns a parcel of real property located in
Truckee, Nevada County, California, known as Assessor' s Parcel
No. 19-460-02, which parcel is shown on Exhibit "A" attached
hereto and incorporated herein (the" Lot") .
B. Tenant desires to lease from Landlord a portion of the
Lot, consisting of approximately 200 square feet, for the
installation and operation of a container box and two satellite
television receive/transmit dishes , each dish being approximately
ten feet in diameter and located as shown on Exhibit "A" (the
Receiver Site") . Tenant also desires to lease from Landlord a
strip of land approximately 6 feet wide and running from the
Receiver Site northwesterly along the western boundary of the
Lot, to the northern boundary of the Lot, all as shown on Exhibit
"A" , for the installation, maintenance and operation of three
conduits containing wire (the "Conduit Site" ) , which serves the
Receiver Site.
C. Landlord desires to lease the Receiver Site and the
Conduit Site (collectively the "Premises") to Tenant pursuant to
the following provisions and conditions.
WHEREFORE, the parties hereto agree as follows:
1 . Leased Premises. Landlord leases to Tenant and Tenant
hires from Landlord, on the terms and conditions set forth
herein, the Receiver Site and the Conduit Site. Tenant' s right
to use the Premises pursuant to the terms of this Lease shall be
non-exclusive. Landlord may use the Premises, or lease the
Premises to other individuals or entities, so long as the use of
the Premises by Landlord or by such other individuals or entities
does not interfere in any way with the use of the Premises by
Tenant.
2. Term. The term of this Lease shall be for ten years ,
commencing on August 1 , 1985, and ending on July 31 , 1995,
inclusive. Tenant shall have option to extend this Lease, upon
the same terms, for an additional period of ten years. Tenant ' s
option to extend the term of this Lease must be exercised in
writing, by personal delivery to Landlord of a notice of intent
to exercise the option, no sooner than 180 days prior to the
expiration of the original term and no later than 60 days prior
to the expiration of the original term.
3. Rental Payments.
A. Tenant shall pay to Landlord a Base Rent of $200. 00.
per year, in advance. The first installment of rent shall be due
and payable on August 1 , 1985, and each additional annual rent
installment shall be due on August 1 of each succeeding year.
B. Any installment of rent and every other payment due
hereunder from Tenant to Landlord which is not paid within 5 days
Television Receiver Site Agreement Page 2
Lease Agreement
after it is due shall bear interest at the rate of 18 per month
from the date that the same became due, until paid, whether or
not demand has been made therefor.
C. The amount of the Base Rent set forth in
subparagraph A above shall be adjusted every 2 years on the
anniversary date of the execution of this Lease and beginning on
August 1 , 1987, to reflect any change in the cost of living. The
adjustment, if any, shall be based upon any increase that may
have occurred in the Bureau of Labor Statistics Consumer Price
Index, Subgroup "Urban Consumers" (the "Index") as published by
the United States Department of Labor for the San Francisco -
Oakland Metropolitan Area (1967=100 Base) . The adjustment shall
be computed by adding to the Base Pent the sum obtained by
multiplying the Base Rent by a factor equal to the percentage
increase in the Index as last published immediately preceding the
date of execution of this Agreement and the index for the same
month preceding the date of adjustment. In no event shall the
Base Rental for any subsequent year be reduced below the Base
Rent for the year immediately preceding the date of adjustment.
D. As additional rent pursuant to the terms of this
Lease, Tenant shall pay any increases in the property taxes or
any other taxes assessed and levied against the Premises over the
amount of taxes assessed as of the date of the execution of this
Lease, whether the increase in taxation results from a higher tax
rate or an increase in the assessed valuation of the leased
property, or both. Tenant may contest the amount or the validity
of any such additional tax with the responsible government agency
Television Receiver Site Agreement Page 3
Lease Agreement
4
by appropriate proceedings at Tenant's expense. Landlord shall
cooperate with Tenant in respect to any such contest.
4. Use of Premises. Tenant shall use the Receiver Site for
the purpose of installation, operation and maintenance of a
satellite television receiver station, including a metal
container box approximately 9 feet high, 8 feet wide, and 24 feet
long, near which will be mounted two dish antennas, each
approximately 10 feet wide, and for activities necessary and
incidental thereto, all as shown on Exhibit "A" . Tenant shall
use the Conduit Site for the installation, operation and
maintenance of 3 conduits serving the Receiver Site, and for
activities necessary and incidental thereto. The Conduit Site
may vary from the location as shown on Exhibit "A" , depending
upon possible obstruction discovered in the course of
installation of the conduit. if at any time Landlord needs to
use the Conduit Site for the installation of Landlord ' s
facilities, Tenant shall relocate the conduits at Tenant' s sole
expense. Tenant may not use or permit the leased Premises to be
used or occupied for any other purpose without the prior written
consent of Landlord. Tenant shall provide as-built drawings
detailing the precise location of the Conduit Site once
installed.
5. Tenant's Right of Access. Tenant and Tenant' s agents,
employees, and business invitees shall at all times have the
right of free and uninterrupted access to the Premises. Tenant
shall not interfere in any way with Landlord' s use of the
Premises and right of access to the Premises, or the use and
Television Receiver Site Agreement Page 4
Lease Agreement
right access of any other individual or entity which Landlord
permits to use the Premises.
6. . Improvements and Alterations. Tenant shall be entitled
to make any alterations or improvements to the property necessary
to the installation, operation and maintenance of a satellite
television receive/transmit station, provided that Tenant shall
comply with all applicable government regulations, including
Nevada County zoning and building ordinances . Prior to any
construction of the television receiver station, Tenant shall
submit to Landlord for approval, plans and drawings depicting the
planned construction, and Tenant shall not proceed with
construction until such plans and drawings have been approved by
Landlord. If at any time Landlord determines to use radio
telemetry in connection with any of Landlord' s facilities located
on the Lot, the Tenant shall bear all expense, including labor
and materials, of correcting all compatibility and/or
interference problems resulting from Tenant' s use of the
Premises.
7. Utilities and Other Charges. Tenant shall be liable for
the payment of all utility services , of any kind, used by Tenant
in connection with Tenant' s use of the Premises.
S. Design and Decor. The Receiver Site shall be painted in
a color and design satisfactory to Landlord. The conduit
installed in the Conduit Site shall be buried underground, . and
the trench shall be filled and the ground returned to its
original condition.
Television Receiver Site Agreement Page 5
Lease Agreement
9. Snow Plowing. Landlord shall have no obligation to plow
snow from the Premises , the Lot, or from any access roads leading
thereto. Tenant shall provide at Tenant' s expense any and all
snow plowing required by Tenant.
10. Indemnification. Except for claims arising out of acts
caused by the actual negligence of Landlord or its
representatives, Tenant shall indemnify, hold harmless and defend
the Landlord, its directors , officers , employees and agents , and
the Premises, at Tenant' s expense , against all claims, expenses ,
and liabilities arising from Tenant ' s use of the Premises, or
from the use of the Premises by any of Tenant' s agents ,
contractors, employees , licensees , or invitees . Tenant shall
indemnify, hold harmless and defend Landlord from any claims,
expenses , or liabilities arising from any default by Tenant under
the terms of this Lease.
11 . Insurance. Before comniencement of any installation
work under this Lease, Tenant shall take out and thereafter
during the life of this Lease maintain in full force and effect
an insurance policy written upon a form and by a company which
meets with the approval of Landlord, insuring Landlord, its
directors , officers, agents and employees against loss or
liability which may arise or result, directly or indirectly, from
use of the Premises by Tenant, or by Tenant' s agents,
contractors, employees , licensees , or invitees, including all
costs of defending any claim arising as a result thereof. The
minimum limits of such policy shall be in the amount of
si, o00,000 for the death of or injury to any person in any one
Television Receiver Site Agreement Page 6
Lease Agreement
accident, and $5, 000, 000 for the death of or injury to more than
one person in any one accident, and $100, 000 for property damage
in any one accident . This insurance policy shall state by its
terms that it shall not be cancelled without 90 days prior
written notice thereto having been given to Landlord. Written
proof of compliance with these requirements shall be filed with
and approved by Landlord before commencement of any installation
work. Tenant shall pay any and all deductibles required by such
insurance policy.
12. Assignment. This Lease may not be assigned nor the
Premises sublet by the Tenant without the prior written consent
of the Landlord, except that this Lease may be assigned to a
purchaser of Tenant ' s business in connection with the sale of
such business. Any such purchaser shall be bound by all of the
terms and conditions of this Lease. Tenant shall not permit any
other individual or entity to use or go onto the Premises except
as is necessary in connection with Tenant ' s installation,
operation, and maintenance of the television receiver station.
13. Termination. Within 90 days from the date of the
expiration of the term of this Lease, Tenant shall remove all
structures placed on the Premises by said Tenant, at Tenant ' s own
expense, and shall leave the Premises in a clean and orderly
manner, unobstructed by any debris or materials.
14. Successors and Assians. Subject to the provision
regarding assignment, this Agreement shall be binding upon the
heirs, executors, administrators, successors, and assigns of the
respective parties.
Television Receiver Site Agreement Page 7
T.cmeo DnrcamPnt
15. Attorney' s Fees. In the event that any dispute or
legal action is instituted to interpret or enforce any of the
terms of this Lease, the prevailing party shall be entitled to
recover its reasonable attorney ' s fees in addition to any other
relief to which it may be entitled.
16. Time of Essence. Time is of the essence of this Lease
and each and every provision hereof, except as to the conditions
relating to the delivery of possession of the Premises to Tenant.
17. Invalidity. Any provision of this Lease which shall
prove to be invalid, void, or illegal shall in no way affect,
impair or invalidate any other provision hereof and such other
provisions shall remain in full force and effect.
18. California Law. This Lease shall be governed by and
construed pursuant to the laws of the State of California.
19. Liens. Tenant shall keep the Premises free from any
liens or encumbrances arising out of any work performed by
Tenant, materials furnished by Tenant, or obligations incurred by
Tenant.
20. Entirety. This Lease (with its Exhibits) contains the
entire agreement between the parties with respect to the
Premises . This Lease supercedes all prior negotiations,
understandings, representations, and agreements.
TRUCKEE DONNER WESTSTAR COMMUNICATIONS I
PUBLIC UTILITY DISTRICT
4, z9 /. �
By: By: y
Television Receiver Site Agreement Page 8
Lease Agreement
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EXHIBIT "A"
(To Be Furnished By Weststar)
AMENDMENT NO. 1 TO THE
TELEVISION RECEIVE/TRANSMIT SITE LEASE AGREEMENT
This Amendment No. 1 to the TELEVISION RECEIVE/TRA.NSMIT SITE
LEASE AGREEMENT is entered into as of the day of October,
1987, by and between the Truckee Donner Public Utility District,
a California public utility district, ("Landlord") and Weststar
Communications I, a California limited partnership, ("Tenant") ,
with respect to the following facts:
A. On August 1, 1985, Landlord and Tenant entered into a
TELEVISION RECEIVE/TRANSMIT SITE LEASE AGREEMENT, a copy of which
is attached hereto, by which Tenant leased a certain area of
property from Landlord, as described therein.
B. The parties desire to amend the TELEVISION RECEIVE/
TRANSMIT SITE LEASE AGREEMENT, to permit Tenant to install an
additional satellite receive/transmit dish.
WHEREFORE, the parties hereto agree as follows:
1. Paragraph 4 , Use of Premises, of the TELEVISION RECEIVE/
TRANSMIT SITE LEASE AGREEMENT is hereby amended to provide that
Tenant may mount an additional dish antenna, for a total of three
(3) dish antennas, on the container box maintained by Tenant on
the leased premises.
2 . All other terms of the TELEVISION RECEIVE/TRANSMIT SITE
LEASE AGREEMENT shall remain in full force and effect.
"Tenant" "Landlord"
WESTSTAR COMMUNICATIONS I TRUCXEE DONNER PUBLIC UTILITY
DIST ICT /q
By;, � _ By:
hh L. Corbett, President
AMENDMENT NO. 2
TO THE
TELEVISION RECEIVE/TRANSMIT SITE LEASE AGREEMENT
This Amendment No. 2 to the TELEVISION RECEIVE/TRANSMIT SITE LEASE AGREEMENT is
entered into as of the ,-.x_1 day of 1988 by and between the
Truckee Donner Public Utility District , a California public utility district ,
(Landlord) and WestStar Communications I , a California limited partnership,
(Tenant) with respect to the following facts:
On August 1 , 1985 Landlord and Tenant entered into a TELEVISION RECEIVE/TRANSMIT
SITE LEASE AGREEMENT, a copy of which is attached hereto, by which Tenant leased
a certain area of property from Landlord, as described therein.
In October of 1987 , the parties agreed to Amendment No. 1 which provides that
Tenant may mount an additional dish antenna, for a total of three dish antennas,
on the container box maintained by Tenant on the leased premises.
The parties desire to amend the TELEVISION RECEIVE/TRANSMIT SITE LEASE AGREEMENT
to allow use of a larger antenna.
WHEREFORE, the parties hereto agree as follows:
A. Paragraph 4 , Use of Premises is hereby amended to read as follows:
Use of Premises. Tenant shall use the Receiver Site for the purpose of
installation , operation and maintenance of a satellite television
receiver station, including a metal container box approximately 9 feet
high , 8 feet wide, and 24 feet long, near which will be mounted three
dish antennas , one being approximately 3.7 meters wide and two being
approximately 4.5 meters wide , and for activities necessary and
incidental thereto , all as shown on Exhibit "A". Tenant shall use the
Conduit Site for the installation, operation and maintenance of three
conduits serving the Receiver Site, and for activities necessary and
incidental thereto. The Conduit Site may vary from the location as
shown on Exhibit "A" , depending upon possible obstruction discovered in
the course of installation of the conduit. If at any time Landlord
needs to use the Conduit Site for the installation of Landlord' s
facilities, Tenant shall relocate the conduits at Tenant's sole
expense. Tenant may not use or permit the leased Premises to be used
or occupied for any other purpose without the prior written consent of
Landlord. Tenant shall provide as-built drawings detailing the precise
location of the Conduit Site once installed.
B. All other terms of the TELEVISION RECEIVE/TRANSMIT SITE LEASE
AGREEMENT shall remain in full force and effect.
Tenant Landlord
WESTSTAR COMMUNICATIONS I TRUCKEE DONNER PUBLIC UTILITY
/ DISTR.
By� v-
sm7a.5
CONSENT TO COLLATERAL
ASSIGNMENT 07 LEASE
The undersigned ("Landlord") hereby consents to the assignment by WESTSTAR
COMMUNICATIONS I, a California limited partnership ("Tenant") to Fleet
National Bank ("Bank") of that certain agreement (the "Lease") described on
Exhibit A attached hereto by which Tenant leases real estate from Landlord ,
which assignment has been made as security for a loan by Bank to Tenant,
pursuant to a Collateral Assignment of Tenant's Interest in Lease of Real
Property (the "Assignment") dated December 28 , 1987 between Tenant and
Bank.
Landlord agrees with Bank that in the evant Bank exercises its rights under
the Assignment , Landlord will recognize Bank as the tenant under the Lease.
Bank agrees that in the event of default by Tenant , Landlord will be
provided written notice within ten (10) days at the address b.tlow.
IN WITNESS W ER50F, Landlord has executed this Consent as of the _� day
of r✓It _, 1988.
Peter L. Bolzmeister, General Manager
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
P. 0. Box 309
Truckee, CA 95734
am
10607 West River Street _
Bldg.#3,Unit D €
I ruckee,CA 96161 .1
(916)587-6100 w..L,,-
(916)583-6666 kv-,s1„
April 19, 1995
Mr. Peter Holtzmeister
General Manager Hand Delivery
Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, California 96161
Subject: WestStar Communications I's Television Receive/Transmit Site
Dear Peter:
Pursuant to Paragraph 2 of the Television Receive/Transmit Site Lease Agreement
dated August 1, 1985, for the use of the real property site located in Truckee,
Nevada County, Tenant hereby gives Landlord written notice of our option to
extend the lease for an additional ten years. Said extension term shall be in effect as
of August 1, 1995 through July 31, 2005.
This written notice further confirms said lease has continued in full force and effect
and all other terms and conditions of the Television Receive/Transmit Site Lease
Agreement shall remain the same.
If you should have any questions or comments, please do not hesitate to contact me
at (916) 587-6100.
Thank you for your cooperation.
Very truly yours,
WestStar Commun ations 1, a California Limited Partnership
m Aarry
General Manag
ACKNOWLEDGED AND APPROVED
Truckee Donner Public Utility District
Dated:
By:
`y� The WestStar Companies
11344 Coloma Road January 4, 1999
Suite 680
Gold River,CA
95670
(916)631-9100
Fax(916)631-8160 Mr. Peter Holtzmeister r
Wa rCommuaka6.V General Manager RECD -.Jli14 16 i 9 9 9
We rCmmemelntioeaIV Truckee Donner Public Utility District
WeftSwfmnmuni[ations 1, 11570 Donner Pass Road
Wa ' aa,a;ca„aa,III,I.. Truckee, California 96161
WS Comm .from al,LW.-
Re: Television Receive/Transmit Site
Coastside Cabk T.V.,Mc.
akcaMe P,me Commualcauoaa,IM. Dear Mr. Holtzmeister:
Wa ,SMw,Laker I.,
Was6hr Communicatlona.laa. Please be advised that WestStar Communications I, a California -Limited
Partnership has sold its CATV assets to USA Media Group, LLC.
As part of the transaction, the parties are requesting that you execute the enclosed
Consent to assignment of the above referenced agreement. Please return the original
document in the enclosed self-addressed stamped envelope. We anticipate the final
closing of the sale by January 20, 1999; therefore your prompt attention to this
matter would be appreciated.
If you have any questions please do not hesitate to contact the undersigned.
Very truly yours,
WestStar Communications I, a California Limited Partnership, by WestStar
Communications, Ltd., a California Limited Partnership, by WestStar
Communications I. Inc., its Corporate General Partner
B Ory K. Hy rie�B
Its: Vice President
BKH/am
Enclosure
CONSENT
The undersigned consents to the above—referenced Assignment and Assumption and
releases and discharges WestStar Communications I, from performance of their duties and
obligations under the assigned certain Television Receive/Transmit Site Lease Agreement, dated
August 1, 1985, insofar as they do or shall relate to any period after the effective date hereof.
The effective date hereof is the date that the last party hereto signs this document. This
document can be executed in counterpart by one or more parties hereto.
DATED: ;� Tru e Donner Public Utilit istrict
13y:Y
Its:
POLE ATTACHMENT LICENSE
AGREEMENT
BETWEEN TRUCKEE DONNER PUBLIC UTILITY DISTRICT AND USA
MEDIA GROUP, LLC
TABLE OF CONTENTS
ARTICLE DESCRIPTION PAGE
Preamble 3
1 Scope of Agreement 4
2 Specifications 4
3 Definition of Terms 5
4 Use of Poles 6
5 Use of New Poles 8
6 Permits, Easements and Rights-of-Way 10
7 Maintenance of Poles, Attachments and Rights-of-Way 10
8 Rights of Third Parties 12
9 Retirement of Poles or Termination of Use 12
10 Contact Audit 13
11 Contact Fees and Other Fees 13
12 Payment of Taxes 14
13 Interest and Payments 14
14 Defaults 14
15 Services of Notices 15
16 Existing Contracts 15
17 Unauthorized Use 15
18 Indemnification 16
19 Insurance and Bonding 16
20 Non-waiver 18
21 Transfer 19
22 Future Communications Services 19
Appendix A Application Procedure 20
Appendix 6 Technical Specifications for Pole Contacts 21
Exhibit 1 Application for Pole Contact 26
Exhibit 2 Notification of Surrender of Pole Contact by Licensee 28
Exhibit 3 Staking sheet 29
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POLE ATTACHMENT LICENSE AGREEMENT
PREAMBLE
THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a Public Utility District organized under the
laws of the State of California, (hereinafter called the "TDPUD" or "Licensor"), and USA Media
Group, LLC, a limited liability company doing business in the State of California(hereinafter called
the"Licensee"), do hereby, in consideration of the promises and the mutual covenants herein con-
tained, covenant and agree for themselves and their respective successors and assigns as follows:
ARTICLE 1
SCOPE AND TERM OF AGREEMENT
A. This Agreement shall be in effect in the areas in which Licensor renders service in the State of
California,and shall govern Licensee's use of Poles which Licensor owns,either solely or jointly,
or on which it maintains or in the future shall maintain attachments, now existing or hereafter
erected, when said Poles are brought under the Agreement in accordance with the procedure
hereinafter provided.
B. This Agreement is the source of Licensee's rights to attach Facilities to and maintain them on
the Poles referenced in Paragraph A of this Article. It shall supersede all other agreements
heretofore entered into by and between the Parties that provide for the use by Licensee of poles
owned, either solely orjointly, by Licensor, or on which Licensor maintains or in the future shall
maintain attachments. In the construction and maintenance of Pole lines required therefor, Li-
censor and Licensee agree to conform to the requirements of General Order No.95 of the Pub-
lic Utilities Commission of the State of California, and any supplements and revisions thereto,
and the Relevant Standards.
C. For the purpose of this Agreement,joint use denotes a Contact to Poles and does not denote
ownership or property rights by the Licensee of any part or percentage of the Poles covered in
this Agreement.
D. This Agreement shall remain in effect for a period of fifteen(15)years beginning on the date on
which it is signed by and on behalf of both parties hereto. At the conclusion of this fifteen year
period,the Parties shall negotiate in good faith to extend the Agreement for another fifteen years
on fair and equitable terms and conditions under the circumstances prevailing at the time. Li-
censee shall remove its Facilities from all Poles covered bythis Agreement upon the termination
of this Agreement, or an extension hereto, if one has been agreed to by the Parties, except as
otherwise provided by applicable law at that time.
E. Termination of this Agreement shall not release Licensee or Licensorfrom any liability or obliga-
tions, whether of indemnity or otherwise, which may have accrued or may be accruing at the
time of termination
ARTICLE 2
SPECIFICATIONS
A. In establishing joint use of wood Poles, whether installed new forjoint use,or installed initially
for TDPUD Facilities alone,evaluation criteria shall be as specified in Appendix B, Technical
Specifications for Pole Contacts.
B. The joint use of the Poles covered by this Agreement shall at all times be in conformity with
accepted construction methods and shall at all times conform to the requirements of(i) this
Agreement; (if)the State of California's General Orders 95 and 128(rules for construction of
overhead and underground electric supply and communication systems), 1997 Edition, and
subsequent revisions thereafter (see note); and (III) any applicable rules and regulations of
any other government authority with appropriate jurisdiction, not including Licensor. In in-
stances where there is inconsistency between applicable sets of standards,the most stringent
set of standards shall apply.
r Y
C. No Facilities belonging to Licensee shall be located or permitted above or coterminous with
any electric power Facilities belonging to Licensor.
D. Licensee shall exercise special precautions to avoid Licensee's causing damage to the Facili-
ties of Licensor and Third Parties on Poles; and Licensee shall assume all responsibility for
any and all loss from such damage. Licensee shall make an immediate report of the occur-
rence of any such damage to the owner of the damaged Facilities, and shall on demand, re-
imburse said owner for the entire expense incurred in making repairs.
Note: The Truckee-Donner Public Utility District has adopted G.O.95 & 128 as minimum
construction standards.
ARTICLE 3
DEFINITION OF TERMS
For the purpose of this Agreement, the following terms shall have the following meanings:
A. "Climbing Space" is defined by G.O.95 rule 54.7 and 84.7, as may be amended from time to
time.
B. "Contact" is defined as the attachment of any single Facility.One messenger strand supporting
a single cable or wire shall be considered one Contact. Each additional cable or wire supported
by the same messenger or self-supporting cable shall be considered a separate Contact.
C. "Facility"or"Facilities"are defined as those cables,wires and appliances,together with associ-
ated messenger strands, guy strands, anchors, and other equipment, attachments, hardware,
electronics and appurtenances. Licensor's Facilities may include the above plus Poles,
crossarms, electrical and telecommunications equipment of all types and appurtenances.
D. "Normal Pole" is defined as 45 foot class 3 wood Poles as classified by the Pole classification
table in the American National Standards Institute. This foregoing definition is not intended to
preclude the use of Poles shorter or of less strength than the Normal Pole in locations where
such Poles will meet the requirements of the Parties hereto and where such use compiles with
the specifications of Article 2.
E. "Party"or"Parties"are defined as those signatory entities to this Agreement(i.e. Licensor and
Licensee).
F. "Pole" is defined as a pole the Licensor owns, either solely orjointly, or on which it maintains,or
shall in the future install or maintain, Attachments, and does not denote co-Licensorship by the
Licensee.
G. "Primary Pole"is defined as a Pole which supports an electrical circuit(s)having a normal volt-
age of 750 volts or more to ground.
H. "Secondary Pole" is defined as a Pole which supports an electrical circuit or Facilities having a
normal voltage of less than 750 volts to ground.
1. "Service/Clearance Pole"is defined by G.O.95, rule 22.F,as may be amended from time to time.
J. "Third Party"or"Third Parties" are defined as all persons or entities, not including Licensor or
Licensee, with Facilities contacted to any Pole.
K. "Transmission Pole" is defined as a Pole which supports an electrical circuit or Facilities in
excess of 30,000 volts.
L. The "Relevant Standards" shall mean and include G.O. 95 and G.O. 128, and any standards,
rules and regulations with which TDPUD is entitled to demand compliance by Licensee under
Article 4, Paragraph C of this Agreement.
ARTICLE 4
USE OF POLES
A. Before the Licensee shall add, modify or change Facilities on Poles under this Agreement,
including overlashing, it shall submit an application therefor in writing on the application form
satisfactory to the TDPUD(Exhibit 1)and shall comply with the procedure setforth in Appen-
dix A and in this Article 5. Any application submitted by Licensee shall be signed by either a
professional engineer licensed in the State of California or a person knowledgeable about ca-
ble television design,construction and maintenance,with at least seven years of experience
in that field.
B. Licensor's approval of any application is contingent upon the Licensee submitting engineering
documentation with the application form. This documentation shall comply with the require-
ments set forth in Article 2, Article 5 and Appendix B.
C. Licensor shall make a good-faith effort to review and process applications within 45 days of
receipt. Where Licensee submits an application for permission to overlash to its Facilities that
contains all information required by Licensor, such application shall be deemed approved if
not approved or denied by Licensor within 90 days of receipt of the application. In reviewing
applications by Licensee for permission to overlash to Licensee's facilities, Licensor shall be
limited to ensuring compliance with (i) those items listed in Section B of Article 2 of this
Agreement;and (ii)any additional rules and regulations governing use of the Poles that have
been adopted by the Board of Directors of Licensor, apply to all Pole users equally, and were
either(a)approved in writing by Licensee,which approval shall not be unreasonably withheld;
or(b)imposed by Licensor on the use of the Poles for communications equipment and/or Fa-
cilities materially different from and materially more burdensome to the Poles than the equip-
ment and/or Facilities used by Licensee in its Truckee system at the time this Agreement is
executed. If an application is approved, the TDPUD shall submit an estimate of the costs to
accommodate Licensee's Facilities. Costs will be determined according to Section J below.
D. Upon Licensee's receipt of approval for an application which requires modifications to Licen-
sor's Facilities, if the Licensee desires to proceed it shall notify the TDPUD to proceed with
the required work needed to make the Poles suitable for joint use, as outlined in the cost es-
timate provided to the Licensee. The TDPUD shall proceed as scheduling permits, or, if the
TDPUD cannot accomplish the work in a time or at a cost satisfactory to both Parties,the Li-
censee may elect to contract the work to a contractor licensed to perform the required tasks.
The contractor selected by the Licensee must be approved by the TDPUD in advance of the
work and must conform to all local, state, and federal laws governing the work to be done and
TDPUD standards for Pole construction. Licensor shall not unreasonably withhold its ap-
proval of a qualified contractor proposed by Licensee. In the event existing Third Party Facili-
ties must be relocated, the Licensee must notify those Third Parties and pay for any
relocation expenses incurred.
E. Upon receiving approval for an application which does not require modification to Licensor's
Facilities,but not before, Licensee shall have the right to install,maintain and use its Facilities
described in said application on the Poles identified therein. In the event existing Third Party
Facilities must be relocated, the Licensee must notify those Third Parties and pay for any re-
location expenses incurred.
F. Licensee shall not have the right to place or overlash,nor shall it place or overlash, any addi-
tional Facilities on or from any Pole used by it hereunder without first making application for
and receiving approval to do so,all as prescribed in this Article; nor shall Licensee change the
position of any Facilities on any Pole hereunder without Licensor's prior written approval;pro-
vided, notwithstanding any other provision of this Agreement, that repair or maintenance of
Facilities, or replacement of Facilities with similar Facilities that do not place a materially
greater burden'on the poles than the Facilities they are replacing, shall not constitute a
"placement"or"overlashing"of"additional facilities,"within the meaning of this paragraph,and
shall not require an application.
G. When existing anchors are adequate in size, strength and location to support the Facilities of
both Parties, the Licensee may attach its guys thereto. If in the opinion of the TDPUD the an-
chors are not sufficient to support the TDPUD's and the Licensee's Facilities, the Licensee
shall install at its own expense an additional anchor or have the TDPUD install at the Licen-
see's expense an anchor of sufficient size to support the Facilities of both the TDPUD and the
Licensee. In situations where the existing TDPUD anchor accommodates a previously at-
tached communication guy and the Licensee applies but is denied attachment because of the
anchor being at full capacity, the Licensee must, at its sole expense, underset a new anchor.
If undersetting a new anchor causes existing or new guys to cross, the Licensee will transfer
the existing Third Party guy at the Licensee's expense.
R Licensee shall complete the installation of its Facilities on the Poles covered by each ap-
proved individual application within one year after the date of the approval. Before commenc-
ing any such installation Licensee shall notify Licensor of the time when it proposes to do said
work sufficiently in advance thereof so that Licensor may arrange to have its representative
present when such work is performed.
I. In the event Licensee should fail to complete the installation of its Facilities on said Poles
within said prescribed time limit,the permission granted by Licensor to place said Facilities on
said Poles shall thereby automatically be revoked and Licensee shall not have the right to
place said Facilities on said Poles without first reapplying for and receiving permission to do
so, all as prescribed in this Article.
J. The Licensee shall pay the actual good faith costs to the TDPUD to process the application
including preparing the plans and specifications, preparation of bid documents,any field work
required for design and inspection,project management, labor and materials needed for con-
struction, and overhead costs. If, to accommodate the Licensee's proposed attachments, a
new Pole must be interset into the existing line or an existing Pole must be replaced,and the
TDPUD determines that, although such Pole is not needed by the TDPUD to meet the re-
quirements of Article 2 Section A, such Pole would result in sufficient improvement to the Pole
line as to be desirable to the TDPUD, the TDPUD may at its sole discretion elect to share the
costs of the new Pole with the Licensee.
K. Upon completion of the required changes to the Pole or Poles the TDPUD will present an in-
voice with the actual charges referenced for the work involved in Section J above. The Licen-
see shall pay the invoice within 30 days of receipt of the invoice. If Licensee does not pay an
invoice within 60 days from the date of receipt, interest shall accrue on the amount of the in-
voice from and after 60 days from the date of the invoice at the legal rate, which is presently
M
L. In the event that either Party discovers a G.O. 95 violation on any Pole which affects Facilities
belonging to either Party or which consists of a failure to maintain minimum required clear-
ances between Facilities, the Party which caused the G.O. 95 violation shall be responsible
for bearing the cost of correcting it. In the event that the Party who caused the G.O.95 viola-
tion cannot be identified, both Parties shall equally share the cost of correcting the violation.
M. Where and only where
(1) a new Pole line is being erected on which Licensee proposes to install Facilities,
or
(2) Licensee is attaching its Facilities to Poles on which it had not previously main-
tained Facilities, or
(3)a substantial number of poles in a line and/or all of the wires and cables thereon
have been destroyed by weather, act of God or other external cause and are being re-
placed, and the installation of Facilities within 12 inches of communications Facilities does
not constitute an unreasonable burden to Licensee,
Licensee's Facilities on such Poles shall be installed at a vertical distance from communi-
cations Facilities of no more than 12 inches, and, notwithstanding any other provision of
this Agreement, Licensor shall have the right under such circumstances not to approve
the installation of Licensee's Facilities at a vertical distance greater than 12 inches from
communications Facilities.
ARTICLE 5
USE OF NEW POLES
A. Whenever the Licensor requires new Pole Facilities within the service area of the Licensee,ei-
ther as an additional Pole line,as an extension of an existing Pole line,or in conjunction with the
reconstruction of an existing Pole line, it shall notify the Licensee to that effect in writing(verbal
notice subsequently confirmed in writing is acceptable),stating the proposed location and char-
acter of the new Poles and Facilities it intends to use thereon. At this time the suitability of joint
use shall be determined by the Licensor and related to the Licensee. Within ten (10) working
days or less, the Licensee shall reply, in writing, stating whether it does, or does not,desire to
Contact the new Facility. Should Contact be requested,the Licensee shall furnish complete en-
gineering data including the number and character of the Facilities it desires,the additional load-
ing imposed by the Facilities, and any and all related pertinent data to affect the Contact(span
lengths, Pole heights,etc.). Licensor shall design its Facilities to accommodate the joint use, ac-
cording to design criteria furnished by the Licensee.The Licensee shall make a good faith effort
to review and process the application within 45 days of receipt of the application.
B. The Licensor shall inform the Licensee in writing of the cost difference to build the Pole line suit-
able for joint use, determined as follows:
1. For Poles up to and including the number of Poles which would have been required by the
Licensor without joint use:
a) A Normal Pole, or Pole smaller than Normal Pole, shall be erected at the sole ex-
pense of the Licensor.
b) A Pole larger than the Normal Pole, the extra height or strength of which is due
solely to the Licensor's requirements, shall be erected at the expense of the Licen-
sor.
c) In the case of a Pole larger than the Normal Pole, the extra height or strength of
which is due to the Licensee's requirements,the Licensee shall payto the Licensor a
sum equal to the difference between the required Pole and the Normal Pole,the rest
of the cost of erecting such Pole shall be bome by the Licensor.
2. For Poles which number in excess of those which would have been required bythe Licensor
without joint use, the Licensee shall pay the total actual construction cost including those
cost items as listed in Article 5, Section I.
3. If the Licensee requires the installation of anchors of greater strength than planned by the
Licensor, the Licensee shall pay to the Licensor a sum equal to the extra actual construction
cost of such stronger anchors, or the Licensee may place its solely owned underset anchor
at its own expense, but so as not to interfere with or compromise the strength of Licensor's
anchors.
4. The cost difference described in this article shall be based upon estimated construction
costs.
5. Where the Licensee and a Third Party desire to jointly use the new Pole line, and the cost
difference described above is due to the requirements of both joint users,the cost difference
shall be shared equally by the Licensee and a Third Party, unless both joint users agree to
share according to a different method.The Licensor shall invoice each joint user for its share
of the costs.
C. The Licensee shall notify the Licensor in writing within ten (10)days of receipt of the estimated
cost difference whether the cost is acceptable or not. Upon receipt of the Licensee's approval,
the Licensor shall proceed with construction of the Pole line as designed and approved. When
the Pole line is completed, the Licensor shall notify the Licensee that the Poles are ready. Upon
receipt of this notice and upon receipt of an invoice from the Licensor,the Licensee shall pay the
Licensor the full amount of the invoice within thirty(30) days.
D. The Licensee shall be responsible for the installation of its Facilities, including any additional an-
chors that may be required.
E. Title to all Poles paid for by the Licensee, either wholly or in part, pursuant to this Article 5, shall
vest in the Licensor.
F. in order to keep the number of Poles and poles on public thoroughfares and elsewhere to a
practicable minimum, Licensee agrees not to erect any pole of its own in or near any location
where Licensor is willing to accommodate Licensee's Facilities or to provide a Pole adequate to
accommodate Licensee's Facilities. Licensee further agrees not to erect any pole of its own near
an existing Pole until Licensor-has notified Licensee that it is unwilling to accommodate Licen-
see's Facilities and not to erect any Poles of its own where no Poles exist until Licensor has noti-
fied Licensee that Licensor does not desire to erect Poles in such location.
ARTICLE 6
PERMITS, EASEMENTS AND RIGHTS-OF-WAY
A. Licensee will obtain from public authorities and private owners of real property any and all
permits, licenses or grants of rights-of-way necessary for the lawful exercise of the permis-
sion granted by any application approved'hereunder. Licensee shall defend, indemnify, and
hold Licensor harmless from any and all claims by Third Parties arising from Licensee's use,
authorized or unauthorized, of Licensor's easements, right-of-ways, Poles, and other Facili-
ties; except that Licensee shall not be required to defend, indemnify or hold Licensor harm-
less in connection with any claim that Licensee violated Third Party rules, construction
standards or procedures that are at variance with TDPUD rules, construction standards or
procedures other than GO 95 or 128.
B. Licensee shall submit to Licensor evidence of compliance with the foregoing requirements prior
to or at the time of making application for permission to place Facilities on Pole or Poles.
C. If as to any particular pole or poles, it is finally determined by a court of competent jurisdiction
that USA does not have the right to maintain any facilities on the pole, USA will remove its facili-
ties therefrom at its own expense.
ARTICLE 7
MAINTENANCE OF POLES, ATTACHMENTS AND RIGHTS-OF-WAY
A. The Licensor shall, at its own expense, maintain the Poles in the safe and serviceable condition
and in accordance with the specifications mentioned in Article 2 and shall replace, reinforce, or
repair such of these Poles as become defective.
B. When replacing a Pole,the new Pole shall be set in the same hole or as close as is practicable,
which the replaced Pole occupied unless special conditions make it necessary or mutually de-
sirable to set it in a different location.
C. Whenever right-of-way considerations or public regulations make relocation of a Pole or Poles
necessary, such relocations shall be made by Licensor at Licensor's expense, except that Li-
censee shall bear the cost of transferring its own attachments.
D. Whenever it is necessary to replace or relocate a jointly used Pole, the Licensor shall, before
making such replacement or relocation, give notice thereof in writing (except in the case of
emergency, when verbal notice will be given and subsequently confirmed in writing) to the Li-
censee,specifying in such notice the approximate time of such proposed replacement or reloca-
tion, and Licensee shall, at the time so specified, transfer its Facilities to the new or relocated
Pole. If Licensee fails to do so, Licensor may perform the work and invoice the Licensee the ac-
tual costs, which shall be paid within thirty(30) days of receipt of the invoice.
E. Except as otherwise provided in Section F of this Article, each Party shall at all times maintain all
of its Facilities in accordance with the specifications mentioned in Article 2 and shall keep them
in safe condition and in good repair.
F. Any existing Facility of the Licensee which does not conform to the specifications mentioned in
Article 2 or in the specific approved application shall be brought into conformity therewith by the
Licensee as soon as practicable and at the Licensee's expense.
G. Licensor shall have the right to inspect each new installation of Licensee's Facilities on and in
the vicinity of said Poles and to make such periodic inspections, semi-annually or more often as
plant conditions may warrant, of Licensee's Facilities as it deems necessary. Such inspections,
made or not,shall not relieve Licensee of any responsibility,obligation or liability assumed under
this Agreement.
H. Except as otherwise provided herein, to the extent that a Party's requirements, plans, desires,
and modifications require rearrangements or replacements of its own Facilities and the Facilities
of other Pole users, each Party will bear the costs of such rearrangements and replacements.
1. Where Licensee has the only Facilities for the transmission of broadband cable television or
broadband Internet access (collectively"broadband") on a given Pole, Licensor shall have the
right to demand that Licensee bear the cost of(i) relocating existing Facilities on a Pole; or(ii)
replacing a Pole when necessary, where(a)such relocation or replacement is necessary to ac-
commodate Licensor's electric power Facilities in compliance with G.O.95 clearances;and(b)
Licensor requires such relocation or pole replacement for a bona-fide business reason relating
to the offering of electric power service and intends to erect said Facilities within six months of
the date of the demand for relocation or replacement. Where there is more than one broadband
communications provider on the pole and the other conditions set forth above apply, USA shall
only be required to pay that fraction of the said reasonable costs that is the reciprocal of the
number of such broadband providers maintaining facilities on the pole. In other words, if USA
Media is one of two such providers, it shall only be required to pay one-half of such reasonable
costs.
J. For purposes of section 1 of this Article 7, and subject to section K of this Article 7,fiber optic ca-
ble, associated equipment,and any other Facilities used or usable for the provision of anyform
of communications by Licensor or any Third Party, shall not constitute"electric power Facilities".
K. Facilities constructed and used by Licensor solely for the provision of System Control and Data
Acquisition("SCADA")service to monitor Licensor's electric Facilities and facilitate their safe and
efficient operation shall constitute"electric power Facilities"under section J of this Article 8;pro-
vided, however, that if Licensor ever uses or permits a third party to use, such Facilities for any
purpose other than SCADA, it shall refund to Licensee all funds received from Licensee for Fa-
cilities relocation or Pole replacement attributable to the construction of such ex-SCADA Facili-
ties, plus (i)interest from the date of payment to the date of refund at a rate of 15% per annum;
and (ii) liquidated damages in the amount of$100,000.
L. Licensee shall at any time, at its own sole risk and expense except as otherwise provided
herein; upon request from Licensor, where necessary to protect the safety of pole line work-
ers and members of the public, relocate, replace or renew its Facilities or transfer them to
replacement Poles, or perform any other necessary work in connection with its Facilities;
provided, however, that in cases of emergency, Licensor may, at Licensee's sole risk and
expense, relocate, replace or renew Licensee's Facilities, transfer them to replacement
Poles or perform any other work in connection with said Facilities that may be required to
ensure safety in the maintenance, replacement, removal or relocation of Poles or the Facili-
ties thereon or which may be placed thereon, and Licensee, on demand, will reimburse Li-
censor for the entire expense thereby incurred.
ARTICLE 8
RIGHTS OF THIRD PARTIES
A. If the Licensor confers upon Third Parties, by contract or otherwise, rights or privileges to use
any Poles covered by this Agreement, nothing herein contained shall be construed as affecting
such rights or privileges, and the Licensor shall have the right, by contract or otherwise, to con-
tinue or extend such existing rights or privileges.
B. Licensor shall notify any Third Party that uses the Poles in the future that Licensor has a pole
License Agreement with Licensee.
ARTICLE 9
RETIREMENT OF POLES,
OR TERMINATION OF USE
A. If the Licensor desires at any time to retire any Pole, it shall give the Licensee notice in writing to
that effect at least sixty (60)days prior to the date on which it intends to retire such Pole. Upon
receipt of such notice, the Licensee shall meet and confer with the Licensor and mutually agree
upon a date by which time the Licensee's Facilities will be removed. Failure to reach a mutually
agreed upon date within thirty(30)days of receipt of notice will result in Licensee being required
to remove attached Facilities within sixty (60)days of receipt of notice.
B. If, upon receipt of the notice described in of Section A above,the Licensee determines that it will
be an exceptional hardship to the Licensee to remove its Facilities by said date, the Licensee
may request the Licensor to delay retirement of the Pole. The request shall include a schedule
of removal of the Licensee's Facilities.The Licensor's approval or denial of the request shall be
in writing. If the Licensor approves the request it shall do so in writing. Where Licensor fails to
approve the request, or Licensee otherwise fails to remove its Facilities from the Pole by the
date the Pole is retired, Licensor shall transmit to Licensee a written offer to sell the Pole at the
average depreciated book value for those of Licensor's poles of the same size installed during
the same year as the one at issue, and Licensee shall have 30 days to decide whether or not it
wishes to purchase the Pole. If Licensee accepts Licensor's offerto purchase the Pole within 30
days of the date of the offer to sell it, Licensee shall indemnify and hold harmless Licensor from
all claims and demands attributable to Licensee's ownership of the Pole from and after the date
of purchase. If Licensee elects not to purchase the Pole, it shall remove its Facilities therefrom
within 30 days of the date of expiration of the offer to sell, and if it fails to do so, it shall pay Li-
censor for each such Pole a rental fee of ten times the normal annual rate for such Pole.
C. Licensee may at any time remove its Facilities from any Pole or Poles without replacing them
with other Facilities, unless otherwise mandated by GO 95. in each such case, Licensee shall
immediately notify the Licensor in writing on the form as provided in Exhibit 2. The permanent
removal of Facilities from any Pole constitutes termination of Licensee's right to use such Pole.
D. If the modification of Facilities requires Pole replacements for the sole benefit of the Licensor,
the Pole replacements shall be made by and at the expense of the Licensor. Before making
such replacements the Licensor shall give notice thereof in writing to the Licensee,specifying in
such notice the approximate time of such proposed replacements, and the Licensee shall,at the
time so specified, transfer its Facilities to the replaced Pole or Poles. Should the Licensee fail to
transfer its Facilities to the replaced Pole or Poles at the time specified,the Licensor will top the
replaced Pole and the Licensee will be responsible for removing the stub at its expense.
E. If the modification of Facilities requires Pole replacements for the sole benefit of the Licensee,
the Licensee shall,with respect to Pole replacements necessitated by a change in the character
of its Facilities, follow the procedure provided for in Article 4 - Use of Poles.
ARTICLE 10
CONTACT AUDIT
A. On or about January 1 of each year the Parties, acting in cooperation, shall tabulate the total
number of Contacts on Poles in use as of the preceding day. This tabulation shall be based
on the number of Contacts in place from the tabulation of the prior year, increased or de-
creased by the number of Contacts added or removed during the year(as shown on approved
applications).
B. Within ten (10)months of the signing of this Agreement,the Parties shall conduct a field audit
of the number of Contacts.This shall be performed by a team consisting of one representative
of each Party, which shall perform the audit together. Each Party shall bear its own costs of
the audit.
C. This field audit shall be repeated every five(5)years. Either party can request afield audit at
any time at the its own expense.
D. Following any transfer by the Licensee pursuant to Article 21 herein, if any transferee wishes
to dispute Licensor's records regarding the numbers of Poles contacted by its Facilities, it
must, at its own expense, and within 180 days after the transfer, conduct a field audit of the
number of Poles on which it maintains attachments and provide the results thereof to Licen-
sor. If the Licensee does not accept the results of the field audit, then the Licensor and the
transferee shall conduct a joint field audit, with each side to bear its own costs and expenses
thereof, the results of which shall be binding on the Licensor and the transferee as to the
number of Poles contacted by the transferee's Facilities. If the transferee fails to conduct
such an audit and provide the results to the Licensor within 180 days, said transferee shall be
estopped to contest the accuracy of Licensor's records with respect to the number of Poles
contacted by'its Attachments.
ARTICLE 11
ATTACHMENT FEES AND OTHER FEES
A. For the first three years of the term of this Agreement, the Attachment fee shall be $4.50 per
Pole on which Licensee maintains attachments, per annum,except as provided otherwise in Ar-
ticle 10 of this Agreement.Thereafter,commencing on the third anniversary of the effective date
of this Agreement, Attachment fees will increase by 3% per year for the remainder of the initial
term of this Agreement. Attachment fees will be billed in advance and shall be due and payable
within 30 days of receipt of invoice.
B. Upon completion of Licensee's installation of Facilities on each approved application, Field En-
gineering fees shall be charged for inspection for compliance with the terms of each approved
application shall be invoiced. The rates for such Field Engineering fees shall be as follows: (1)
For the first three years after the date of execution of this Agreement, $25 forthe first pole in any
application and $5 for each additional pole, provided that the first-pole premium of$20 shall be
waived for any application that contains at least 30 poles; (2)for the fourth and fifth year after
the date of execution of this Agreement, $50 for the first pole in any application and $7.50 per
pole for each additional pole, provided that the first-pole premium of$45 shall be waived for any
application that contains at least 30 poles;(3)for the remaining term of this Agreement after the
fifth anniversary of the execution of the Agreement, Licensor's actual costs of making such in-
spections. Notwithstanding the foregoing, Field Engineering fees shall be charged at Licensor's
actual costs following any transfer by the Licensee pursuant to Article 21 herein.
C. Licensor hereby forgives and releases Licensee from responsibility for unpaid Contact fees in-
curred prior to January 1, 2002. Licensor hereby indemnifies Licensee against any claims by
Pacific Bell or any of its parents, subsidiaries or affiliates or its or their successors in interest
(collectively,"Bell")that Licensee owes-Bell pole attachment fees for the use of poles owned by
Bell within Licensor's service territory, commencing January 1,2002 and continuing through the
term of this Agreement. This indemnity obligation shall be limited to the actual amount of Pole
attachment fees paid by Licensee to Licensor for poles occupied by Licensor and Bellfor the pe-
riod corresponding to the period covered by Bell's claim.
ARTICLE 12
PAYMENT OF TAXES
A. Each Party shall pay all taxes and assessments lawfully levied on its own property or Facilities
upon said Poles,and the taxes and the assessment which are levied on said Poles shall be paid
by the Licensor thereof, but any additional tax, fee or charge levied on the Licensor's Poles
solely because of their use by the Licensee shall be paid or payable by the Licensee.
ARTICLE 13
INTEREST AND PAYMENTS
A. Except as otherwise specified in this Agreement, all amounts to be paid by one Party to the
other under this Agreement shall be due and payable within forty-five(45)days after an itemized
invoice has been presented to the Party required to make such payment.Any payment not made
within forty-five (45)days from the due date shall be deemed delinquent and thereafter bear in-
terest at the legal rate, which is presently 7 % per annum.
ARTICLE 14
DEFAULTS
A. If Licensee shall default in any of its obligations under this Agreement, and such default contin-
ues sixty(60)days after notice thereof in writing by the Licensor, the Licensor may suspend the
rights of the Licensee under this Agreement or terminate this Agreement. With respect to the
granting of future joint use,or making payments due and if such default shall continue for a pe-
riod of ninety (90) days after such suspension, the Licensor may forthwith terminate all provi-
sions of this Agreement concerning the future granting of joint use.
B. If Licensee shall default in the performance of any work it is obligated to do under this Agree-
ment, the Licensor may, after giving sixty(60)days notice, elect to do such work, and the Licen-
see shall reimburse the Licensor for the actual good faith cost thereof. Failure on the part of the
Licensee to make such payment within sixty (60)days upon presentation of invoices therefore
shall, at the election of the Licensor, constitute, a default under Section A of this Article.
C. Where the default involves the Licensee's Facilities which do not conform to the requirements of
Articles 2 and 4, and Third Parties become entangled in or come in contact with Licensee's Fa-
cilities, Licensee shall, regardless of fault, reimburse Licensorfor all damages, if any, caused to
Licensor's Poles or other Facilities.
D. If Licensor or Licensee should bring any suit,action or other legal proceeding against each other
arising out of this Agreement or the exercise of any rights or the performance or alleged nonper-
formance of any duties thereunder,the prevailing party shall be entitled to receive, in addition to
any judgment or decree for costs, such reasonable attorney's fees as it or they may have in-
curred in such suit, action, or other legal proceedings.
ARTICLE 15
SERVICE OF NOTICES
A. Whenever in this Agreement notice is provided to be given by Licensor to Licensee hereto to the
other, such notice shall be in writing and mailed.
1. Notices to the Licensor shall be sent to: P.O. Box 309, Truckee, CA 96160, or by personal
delivery to the Licensor at its office at 11570 Donner Pass Rd. or to such other address as
the Licensor may from time to time designate in writing for that purpose.
2. Notices to the Licensee shall be sent to 6490 South McCarran Blvd., Suite 22, Reno, NV
89509 and 10607 West River St., #3h, Truckee, California 96161, or to such other ad-
dresses as the Licensee may from time to time designate in writing for that purpose.
ARTICLE 16
EXISTING CONTACTS
A. Notwithstanding any other provision of this Agreement, all existing Facilities Licensee attached
directly or indirectly to,or suspended from, Poles, as of the date of execution of this Agreement
(including without limitation power supplies), may remain on Licensor's Poles.
B. Nothing in the foregoing shall preclude the Parties to this Agreement from preparing such sup-
plemental operating routines or working practices as they mutually agree to be necessary or de-
sirable to effectively administer the provisions of this Agreement.
ARTICLE 17
UNAUTHORIZED USE
A. Subject to Article 4, Paragraph F, if any Facilities of Licensee are found on a Pole for which no
written approval by Licensor has been granted, Licensor, without prejudice to its other rights or
remedies under this Agreement, may(1)impose a charge therefor and/or(2)require Licensee
to submit an application and abide by the procedures therefor,including without limitation those
procedures set forth in Article 7, Paragraph I governing the rights and duties of the parties where
Pole rearrangement or replacement are necessary. If the said Facilities pose an immediate and
serious threat to safety such that imminent action is necessary before the application process
can conclude, then Licensor may remove such Facilities immediately, or, Licensor may, on
reasonable notice, remove the unauthorized Facilities at Licensee's expense, require Licensee
to remove such Facilities immediately or Licensor may, upon reasonable notice, remove the un-
authorized Facilities at Licensee's expense.
B. For the purpose of determining the charge,the period of unlicensed use shall be determined, if
possible. In the absence of a determination, the period of use is presumed to have existed for
two years prior to its discovery or for the period beginning with the date of this Agreement,
whichever period shall be longer. The fee shall be assessed at the appropriate rate set forth in
Article 11 and shall be due and payable within 30 days.
C. Any such fee imposed by Licensor shall be in addition to its rights to any other sums due and
payable and to any claims or damages under this Agreement or otherwise. No act or failure to
act by Licensor with regard to the fee or unlicensed use shall be deemed as a ratification or the
licensing of the unlicensed use. If any license in the form of an endorsed Application should be
later granted, the license shall not operate retroactively or constitute a waiver by Licensor of any
of its rights or privileges under this Agreement.
ARTICLE 18
INDEMNIFICATION
A. Licensor and Licensee mutually agree to defend, indemnify and hold harmless each other,each
other's parent entities and affiliates and their agents, employees,consultants,officers,directors
and shareholders, and each of them,and their respective heirs,administrators,executors, suc-
cessors and assigns, against and from any and all claims, demands, causes of action, dam-
ages, costs or liabilities, in law or in equity, of every kind and nature whatsoever, directly or
proximately resulting from or caused by (a) negligence or violations of applicable safety rules
(including without limitation, in the case of Licensee's indemnification of Licensor,the Relevant
Standards as herein defined)in the installation,maintenance, use, or removal of Facilities on or
from said Poles, or(b)any interruption, discontinuance,or interference with each other's service
to any of its subscribers and/or customers occasioned or claimed to have been occasioned by
negligence or violations of safety rules(including without limitation, in the case of Licensee's in-
demnification of Licensor, the Relevant Standards as herein defined)in connection with the use
of Poles subject to this Agreement; and Licensor and Licensee shall, upon demand and at their
sole risk and expense, defend any and all suits, actions, or other legal proceedings which may
be brought or instituted by Third Parties against each other,each other's parent entities and af-
filiates and their agents,employees, consultants, officers,directors and shareholders, and each
of them, and their respective heirs, administrators, executors, successors and assigns,on any
such claim,demand or cause of action; and shall pay and satisfy anyjudgment or decree which
may be rendered against each other, or their respective heirs, administrators, executors, suc-
cessors or assigns, in any such suit,action or other legal proceedings;and further,Licensor and
Licensee shall reimburse each other for any and all legal expenses incurred by each of them in
connection therewith.
ARTICLE 19
INSURANCE AND BONDING
A. Throughout the life of this Agreement Licensee shall procure and maintain in full force and
effect with a carrier or carriers selected by Licensee and satisfactory to Licensor insurance
against claims for injuries to persons or damages to property which may arise from or in con-
nection with this Agreement by the Licensee, its agents, representatives, employees or
subcontractors.
B. Coverage
1. Insurance Services Office Commercial General Liability coverage ("occurrence: form CG
0001, Ed. 11/88). (See#4. Umbrella)
2. Insurance Services Office form number CA 0001 (Ed. 6/92) covering Automobile Liability,
code 1 "any auto."
3. Workers' Compensation insurance as required bythe State of California including Employ-
ers' Liability insurance and as described in Section CA. below.
C. Minimum Limits of Insurance
Licensee shall maintain limits no less than:
1. Commercial General Liability: $1,000,000 per occurrence/limit for bodily injury, personal in-
jury and property damage. The general aggregate limit shall apply separately to this pro-
ject/location or the general aggregate shall be twice the required occurrence limit.
2. Business Automobile Liability: $1,000,000 per accident for bodily injury and property dam-
age. No additional insured status is necessary,unless TDPUD would be vicariously liable for
the named insured's use of a vehicle. If pollutants are transported, attach a pollution liability
endorsement (CA 9948)and the Motor Carrier Act endorsement (MCA 90).
3. Workers'Compensation and Employers'Liability:Workers'Compensation limits as required
by the Labor Code of the State of California including Employers' Liability with limits of
$1,000,000 per accident.
4. Umbrella coverage on a "following form"basis with limits of liability no less than$2,000,000
per occurrence and in the aggregate, or such greater amount, if any, as may from time to
time be required by Licensee's franchise with the Town of Truckee. The coverage shall in-
clude commercial liability as noted previously, automobile liability and be in excess of the
employer's liability coverage.
5. Commercial Property: N/A
6. Professional Liability/Errors and Omissions: N/A
D. Deductibles and Self-Insured Retentions -Any deductibles or self-insured retentions must be
declared to and approved by TDPUD.
E. Other Insurance Provisions-The policies are to contain, or be endorsed to maintain, the follow-
ing provisions:
1. Commercial General Liability and Automobile Liability Coverages
a. TDPUD, its officers, employees and volunteers are to be covered as additional in-
sureds as respects liability arising out of activities performed by or on behalf of the
Licensee including the insured's general supervision of the Licensee;products and
completed operations of the Licensee; premises owned,occupied or used by the Li-
censee,or automobiles owned, leased, hired or borrowed by the Licensee.The cov-
erage shall contain no special limitations on the scope of protection afforded to
TDPUD, its officers, officials, employees or volunteers.
b. The Licensee's insurance coverage shall be primary insurance as respects TDPUD,
its officers, officials, employees and volunteers. Any insurance or self-insurance
maintained by TDPUD, its officers,officials, employees or volunteers shall be excess
of the Licensee's insurance and shall not contribute to it.
c. Any failure to comply with reporting provisions of the policies shall not affect cover-
age provided to TDPUD; its officers, officials, employees or volunteers.
d. The Licensee's insurance shall apply separately to each insured against whom claim
is made or suit is brought, except with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employers' Liability Coverage - The insurer shall agree to
waive all rights of subrogation against TDPUD, its officers, officials,employees and volun-
teers for losses arising from work performed by the Licensee for TDPUD.
3. Property Insurance - Insurer shall agree to waive all rights of subrogation against TDPUD.
Insurer shall issue standard Loss Payee clause naming TDPUD as Loss Payee.
4. Professional Liability/Errors and Omissions Coverage-N/A
5. All Coverages - Each insurance policy required shall be endorsed to state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days' prior written notice by certified mail, return receipt requested,
has been given to TDPUD.
F. Acceptability of Insurers- Insurance is to be placed with insurers with a Best's rating of no less
than A-VII. Said carriers to hold admitted status with the State of California.
G. Verification of Coverage-Licensee shall furnish TDPUD with certificates of insurance, (usually
on ACORD Certificate of Insurance forms) and with original endorsements effecting coverage
required by this clause. The certificates and endorsements for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf.All certificates and
endorsements are to be received and approved by TDPUD within thirty(30)days of the execu-
tion of the Agreement. TDPUD reserves the right to require complete, certified copies of all re-
quired insurance policies at any time.
H. Subcontractors -Licensee shall include all Subcontractors as insureds under its policies or shall
furnish separate certificates and endorsements for each subcontractor. All coverages for sub-
contractors shall be subject to all of the requirements stated herein.
I. Failure to maintain and provide acceptable evidence of the required insurance for the required
period of coverage shall constitute a default of this Agreement, upon which the Licensor may
terminate this Agreement according to the-provisions of Article 14
ARTICLE 20
NON-WAIVER
A. The failure of Licensor to enforce any provision of this Agreement or the waiver thereof in any
instance shall not be construed as a general waiver or relinquishment on its part of any such
provision but the same shall nevertheless be and remain in full force and effect.
ARTICLE 21
TRANSFER
A. Licensee shall not,without the prior consent in writing of Licensor,assign,transferor sublet any
privilege granted to it hereunder, nor shall it, without such consent, which shall not be unrea-
sonably withheld,assign transfer,sublet or permit any other person to use anyof its Facilities at-
tached to Licensors Poles. Subject to the foregoing this Agreement shall inure to the benefit of
and be binding upon the respective heirs, administrators, executors,successors and assigns of
the Parties hereto.
ARTICLE 22
FUTURE COMMUNICATIONS SERVICES
Any communications service that is not currently foreseeable(i.e., is a new technological de-
velopment)and uses essentially the same existing plant, and/or does not add a material new
burden to Licensor's Poles, will be allowed, subject to all the requirements listed in this
Agreement. Any future communications service that adds a material new burden to Poles
will be reviewed in good faith by Licensor and, if it does not pose a material additional risk to
Pole workers, the public, or the structural integrity of the Poles,will be allowed, subject to all
the requirements listed in this Agreement and such conditions and/or limitations as are rea-
sonable under the circumstances.
USA MEDIA GROUP, LLC
oz
Dated: gy 4 '
Ji K. Faircloth
President
TRUCKEE DONNER PUBLIC
UTILITY DISTRICT
Dated: 3 /'b BY
Peter Iolzmeister
General Manager
APPENDIX A
Application Procedure
APPENDIX A is an integral part of the Agreement between Truckee Donner Public Utility District,herein"Licensor',and
USA Media Group, LLC,herein"Licensee".
1. Licensee applies to Contact to Licensors Poles by pfoviding the following:
Initial request for Contact by providing an Application for Pole Contact(Exhibit 1).This initial request should
include a sketch or diagram indicating the location, segments and specific Poles to which Contacts are
proposed.
2. Licensor will supply the following, upon request:
• Licensor's conductor sag and tension data for each segment
3. Licensee provides the Engineering Design Documentation, as specified in Appendix B, Section 1.- Any
application submitted by Licensee shall be signed by either a professional engineer licensed in the
State of California or a person knowledgeable about cable television design, construction and
maintenance,with at least seven years of experience in that field.
4. Licensor will then provide the following:
• Review of engineering documentation including compliance with specifications in Appendix B.
• Estimated cost for all changes, additions, rearrangements and engineering costs of Licensors
Facilities required to accommodate Licensee's Facilities.
5. Licensee will either accept or reject Licensor's estimate if modifications to Licensor's Facilities are required.If
accepted, Licensee will provide the completed Application for Pole Contact(Exhibit 1) authorizing Licensor to
make all changes,additions and rearrangements per estimate provided,or if rejected, Licensee may elect to
contract the work to a contractor according to Article 4 of the License Agreement.If the Licensee decides not to
pay the actual good faith costs for modifications to Licensors Facilities,Licensee's application will be rejected in
its entirety.
6. Licensor will then:
Make all necessary changes, additions and arrangements
Inspect all necessary changes, additions and arrangements
Notify Licensee that all changes,additions and rearrangements are complete
Submit an invoice to Licensee for all changes, additions and rearrangements
7. Licensee will then:
Pay the invoice in full
• Notify Licensor when it will install its Facilities so that Licensor can have its representative present
Make all Contacts to Licensor's Poles in the time period specified
Notify Licensor when Contacts are completed
8. Licensor will then:
• Inspect Facilities to insure compliance with approved application requirements
Notify Licensee of any deficiencies
9. Licensee will then:
Correct any deficiencies
• Notify Licensor when deficiencies have been corrected
e {
APPENDIX B
Technical Specifications For
Pole Contacts
APPENDIX B is an integral part of the Agreement between Truckee Donner Public Utility
District, herein Licensor, and USA Media Group, LLC, herein Licensee.
GENERAL
1. The Licensee is responsible for the proper engineering design of its Facilities. Engineering
design documentation shall include:
a) Maps or sketches depicting Pole locations, span lengths between individual Poles, 5 digit
Pole numbers, Pole height and class, line angles, guys and anchors, and street names.
b) Cable sag and tension information for Licensee's Facilities, Licensor's Facilities, and all
Third Party Facilities for loading conditions specified in Section 21 of this Appendix and for
the following temperatures: -30 degrees F with no ice and no wind, 32 degrees F with no
ice and no wind,60 degrees F with no ice and no wind,and 120 degrees F with no ice and
no wind. Licensee is responsible for obtaining information from Third Parties; provided,
however, notwithstanding the foregoing, that(i) Licensee shall not be required to provide
such information for Facilities that appear to be owned by unidentified Third Parties, or
Third Parties for whose sag and tension data are not reasonably available after a good
faith effort, in which case Licensee shall so indicate on the application;and(ii)Licensee is
entitled to rely conclusively on the accuracy of Licensor's records as to the type and size
of Licensor's wire and cable Facilities. Licensor will also provide Pole height and class
information to Licensee where available. Pole information may not be accurate and must
be field verified by Licensee.
c) Calculations showing Poles meet G.O. 95 requirements for clearances, Pole strength,
buckling strength on deadends and angles, and climbing space based on Licensee's,
Licensor's and Third Party Facilities being included in the analysis. If requirements cannot
be met with existing Facilities, calculations should indicate what modifications are required
(e.g. replace existing Pole with a taller Pole or with larger class Pole etc.).
d) Calculations showing proposed guys and anchors meet G.O. 95 requirements, including
attachment heights, lead lengths, anchor types and holding capacities. If requirements
cannot be met with existing Facilities, calculations should indicate what modifications are
required (e.g. replace existing anchor with stronger anchor, etc.).
e) Proposed attachment heights for Licensee's Facilities (note Licensee must obtain existing
attachment heights of Licensor and Third Party Facilities to perform items c and d above).
f) Cable and messenger information including bare weight, diameter, rated strength, etc.
g) Completed Licensor Staking Sheet (Exhibit 3) indicating G.O. 95 violations, if any.
h) Recommendations for solutions to G.O. 95 violations (e.g. upgrade Pole height/class,
move Facilities to different attachment heights, install additional guys/anchors, etc.)
2. Any rearrangements of Licensor's Facilities or replacement of Poles required to accommodate
Licensee's Facilities shall be done by Licensor or a contractor authorized by Licensor.
3. The fees and charges specified in the Agreement shall be applicable to all licenses granted to
Licensee.
4. Licensee's employees or contractors shall assure themselves that any Pole to be climbed has
sufficient strength or is adequately braced or guyed to support the applied weight.
5. All requirements of the General Order No. 95 and No. 128 referred to shall mean the current
edition of such code, or any later amendment or replacement thereof, and shall include any
additional requirements of any applicable federal, state, county or municipal code.
6. In no circumstances will any of Licensee's Facilities be allowed to be attached above or
coterminous with Licensor's electric power Facilities on any Poles or between Poles in a span. For
purposes of this Paragraph 6,broadband Facilities used in whole or in part for System Control and
Data Acquisition ("SCADA") shall not be considered to be "electric power facilities."
7. The following Facilities will not be allowed to be Pole-mounted:meter bases,cabinet or enclosure
type appurtenances, or similar devices.
VOLTAGE POWER ELECTRICAL INTERFERENCE
8. Licensee's Facilities shall not use or carry voltages or currents in excess of the limits prescribed for
communications conductors by General Order No. 95. However, all parts of Licensee's attachments
carrying voltages in excess of 50 volts AC (rms) to ground or 135 volts DC to ground, except for
momentary signaling or control voltages, shall be enclosed in an effectively grounded sheath or shield.
All energized parts of licensee's Facilities shall he suitably covered to prevent accidental Contact by
the general public, Licensor's employees or employees of Third Parties which have Facilities on the
same Pole.
9. Licensor shall determine whether Licensee's Facilities cause or may cause electrical interference
with Licensor's communications Facilities. Licensee shall, on demand of Licensor, correct
immediately,at Licensee's expense,any such interference, including, if necessary,removal of the
Facilities causing the interference.
10. No Facilities shall use the earth as the sole conductor for any part of the circuit.
CLEARANCES
11. Licensee's attachments are subject to the same clearances as communications Facilities and
shall meet all of the pertinent clearance requirements of G.O. 95. Rules covering the most commonly
encountered conditions are listed below(note this is not an exhaustive list).
G.O. 95
General Rules
a. Vertical clearance on Poles jointly
occupied by communication Facilities
and power Facilities. 37, 87A
b. Midspan clearances between communication
Facilities and power Facilities carried
on same support. 38
C. Crossing clearances of Facilities
carried on different supports. 38
d. Clearances from streetlight brackets
and associated wiring. 37
e. Clearances of conductors from buildings,
bridges, etc. 37
f. Clearances of vertical and lateral
conductors from other wires and surfaces
on the same support
37
g. Clearances in any direction from line
conductors and supports, and to vertical
or lateral conductors, span or guy wires,
attached to the same support. 38
h. Vertical clearance of wires above ground
or rails. 37
is Climbing space through communication
conductors. 54,58,84,88,93
j. Working space through communication
conductors. 54.7
LOCATION AND SPACING
12. Licensor shall specify and approve the location of Licensee's Facilities on each Pole,
including the location of Licensee's riser cables.
13. Where and only where
(1) a new Pole line is being erected on which Licensee proposes to install Facilities,
or
(2) Licensee is attaching its Facilities to Poles on which it had not previously main-
tained Facilities, or
(3) a substantial number of poles in a line and/or all of the wires and cables thereon
have been destroyed by weather, act of God or other external cause and are being re-
placed, and the installation of Facilities within 12 inches of communications Facilities does
not constitute an unreasonable burden to Licensee,
The vertical separation between Licensee's suspension strand and any Third Parties' suspension
strand when located on the same side of the Pole shall be twelve(12)inches.
14. Licensee's suspension strand and cable shall be always be located below Licensor's electric
power Facilities. For purposes of this Paragraph 6, broadband Facilities used in whole or in part for
System Control and Data Acquisition ("SCADA") shall not be considered to be "electric power
facilities."
GUYING
15, Guying will be required on Poles where the total unbalanced Load,including the tension due to
Licensee's Facilities under the appropriate loadings prescribed in Section 21 of this Appendix
exceeds 200 pounds unless the Pole was designed as an unguyed comer Pole and the Pole
has adequate strength and stability;in the opinion of Licensor,to withstand the additional load.
16. Guys, where required, shall be in compliance with the General Order No. 95.
17. Guy guards shall be installed in compliance with G.O. 95 Rule 86.9.
18. Attachment of Licensee's guys are NOT to be made to Licensors anchor rods withoutwritten
authorization from the Licensor's Engineer, or a designee thereof, for the appropriate area.
Should it be necessary to replace the anchor or add an additional anchor at a later date to
provide added strength per G.O. 95 requirements, the anchor shall be replaced/added at
Licensee's expense.
19. Guys shall,be insulated as specified in G.O. 95 (Rule 86). Licensee's guys shall not short-
circuit Licensor's guy insulators.
20, Material used for guys shall be compatible from a corrosion standpoint with the hardware to
which it is attached.
PHYSICAL LOADING CRITERIA
21. Design and evaluation criteria for all Facilities attached to Licensor's Poles including Licen-
sor's Facilities, Licensee's Facilities and Third Party Facilities shall be as follows:
a) Loading Conditions
Condition Radallce (in); Wind. "Temperature:,
(P �? (a
G.O. 95 Heavy 0.5 6.0 0
Extreme Ice 1.0 0.0 30
Extreme Wind 0.0 13.0 60
Note that when performing Pole, guy, and anchor strength calculations, the G.O. 95 load-
ing condition will most likely, but not always, be the worst case or controlling condition. All
strength calculations (Poles, guys, anchors, etc.) must be made using each condition,
with the controlling condition clearly indicated.
t
b) Safety Factors
G.O. 95 Grade A construction will be assumed for all structures. Safety factors (SF) will
be as shown in the table below.
Load Condition Component ,. "Transverse—, Wire'', ' Uertical'Loads.
Wind Loads Tension Loads
G.O. 95 Loads Wood Poles:
New 4.0 4.0 4.0
Existing 2.67 2.67 2.67
Guys:
New 2.0 2.0 2.0
Existing 1.33 1.33 1.33
Extreme Loads All 1 1.25 1 1.25 1 1.25
c) Guys and Anchors
Guys must not be stressed to more than ninety percent(90%)of their ultimate rated strength
under loads with the appropriate SF applied.Anchor holding capacity must exceed the com-
bined maximum load, including SFs, of all guys attached to the anchor by a safety factor of
1.25.
d) Pole Strength Calculations
1) Groundline moment calculations must take into account transverse loading due to: 1)
wind on cables, 2)wind on Pole surface, 3)transverse component of tension due to
line angle (see below), and 4) unbalanced vertical toads (see below).
2) Line angle at each pole shall be field surveyed by Licensee as follows:
• For new Pole installations (i.e.where a SF of 4.0 applies), line angle of tangent Poles
(straight line section of Poles)is assumed to be 0 degrees or as shown on construction
record drawings.
• For existing Poles (i.e. where a SF of 2.67 applies), line angle of tangent Poles is
assumed to be 0.5 degrees unless a field survey indicates otherwise. This is to
account for movement of Pole due to settling of ground, line taps, etc.
• For all other Poles, line angle shall be field surveyed at each Pole.
3) When calculating groundline momentdue to unbalanced vertical loads,the eccentricity
of any Facilities attached directly to the Pole (e.g. messenger supported cables) is
assumed to be zero (0.0). For all other offset locations, eccentricity shall be measured
from the centerline of the Pole to the attachment point (e.g, messenger supported
cables attached to a crossarm).
r
' r
EXHIBIT 1
Application For Pole Contact
TO: TDPUD Date:
DISTRICT ENGINEER
P.O. BOX 309 Request No.:
TRUCKEE, CA 96160
In accordance with the terms of the Agreement dated 2002, covering use of
Poles in or near , Licensee hereby requests permission to place and maintain
certain Facilities upon certain Poles as more particularly described and delineated on the sketch
below and/or the diagram attached. _
F
S FORM IS PROVIDED FOR REFERENCE ONLY.
IS TO BE USED FOR THE INITIAL CONTACT
REQUEST AND SUBSEQUENTLY, IF/WHEN
ADDITIONAL CONTACTS ARE REQUESTED
Submitted By:
Licensee
By:
Title:
Date:
^ r
EXHIBIT 1 (Cont'd)
Per review by TDPUD:
Rearrangements/modifications required for Contact
_ Rearrangements/modifications not required for Contact
--------------------------
Permission is hereby granted from the date this application is approved to complete the installation
of the above-described Facilities on the above-identified Poles, subject to the terms and conditions
of the above-mentioned Agreement, and subject to receiving authorization to make, at Licensee's
sole risk and expense,the changes, additions,and rearrangements detailed on the attached sheet
estimated to cost $
Permission is automatically revoked as to any Pole or Poles that the Licensee fails to Contact within
days and the Licensee must reapply for permission to Contact to such Poles.
If approved, changes to the Contact inventory will be:
Additions this Application
<Deletions> this Application
Truckee Donner Public Utility District
By:
Title:
Dated: 20
--------------------------
Permission by Licensee:
All changes, additions and rearrangements estimated to cost$ are hereby approved.
Licensee
By:
Title:
Date:
EXHIBIT 2
Notification Of Surrender
Of Pole Contact By Licensee
TO: TDPUD Date:
DISTRICT ENGINEER
P.O. BOX 309 Notice No.
TRUCKEE, CA 96160
Submitted By:
Licensee
By:
Title:
Date:
In accordance with the terms of the Agreement dated_, 2003, covering use of Poles in or near
notice is hereby given that the license covering Contacts to the following Poles is
surrendered as follows:
Total-Pole Contacts Discontinued
Sketch and/or Diagram:
THIS FORM IS PROVIDED FOR REFERENCE ONLY.
IT IS TO BE USED WHEN SURRENDERING
A POLE CONTACT LICENSE
Confirmation of Pole Contacts Discontinued:
Total Pole Contacts discontinued:
Notice received 2000
By: Truckee Donner Public Utility District
By:
Title:
Date:
r
EXHIBIT 3-