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CONSENT TO ASSIGNMENT AND ASSUMPTION

Assignment and Assumption Agreement

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KNOLOGY INC

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Title: CONSENT TO ASSIGNMENT AND ASSUMPTION
Governing Law: Florida     Date: 3/30/2004
Industry: Broadcasting and Cable TV     Sector: Services

CONSENT TO ASSIGNMENT AND ASSUMPTION, Parties: knology inc
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EXHIBIT 10.60

 

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CONSENT TO ASSIGNMENT AND ASSUMPTION

 

Verizon Media Ventures Inc. (formerly, GTE Media Ventures Incorporated), a Delaware corporation (“Verizon”), for consideration received, effective on this the 17 th day of December 2003 (“Effective Date”), does hereby assign all of the rights, privileges, and obligations that arise under or accrue from the Pole Attachment Agreement dated March 11, 1997 between it and Progress Energy Florida, Inc. (formerly, Florida Power Corporation) (“Progress”) (“Agreement”) to Knology Broadband of Florida, Inc., a Delaware corporation (“Knology”), with the exception that any and all presently outstanding monetary obligations, debts, and liabilities or other claims currently owed to Progress by Verizon remain in full force and effect against Verizon and that those presently outstanding monetary obligations, debts, and liabilities or other currently known claims are enforceable by Progress.

 

Knology does hereby assume and agree to perform or discharge and be bound by all of the obligations, liabilities, covenants, conditions and restrictions to be done, kept, performed or discharged by, or imposed upon Verizon under the Agreement. All presently outstanding monetary obligations, debts, and liabilities or other claims currently owed to Progress by Verizon under the Agreement shall continue to be in full force and effect and enforceable against Verizon.

 

Progress does hereby consent to the assignment to Knology by Verizon of all of Verizon’s rights, title and interest in and duties and obligations under the Agreement that arise under or accrue from the Agreement. By consenting to this assignment and assumption, Progress does hereby release Verizon upon and after the Effective Date of this Consent of all liabilities and obligations arising under the Agreement after the Effective Date of this Consent except that Progress is not and shall not be deemed to be releasing Verizon of any presently outstanding monetary obligations, debts, or liabilities or other currently known claims that have arisen under the Agreement prior to the Effective Date of this Consent to Assignment and Assumption, nor is it waiving any of its rights to pursue any and all outstanding claims against Verizon. Progress further confirms that the Agreement is validly existing and in full force and effect.

 

Page 1 of 2

Consent to Assignment and Assumption

Progress Energy Florida, Inc.


This Consent to Assignment and Assumption shall be binding upon and shall inure to the benefit of the undersigned parties and their respective successors and assigns. This Consent to Assignment and Assumption may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Consent to Assignment and Assumption. Any electronic facsimile transmission of any signature of a party shall be deemed an original and shall bind such party.

 

Dated this 5 day of January, 2004.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROGRESS ENERGY FLORIDA, INC.

(FLORIDA POWER CORPORATION)

 

 

 

 

/s/ Helen Duncan

 

 

 

By:

 

/s/ Illegible


 

 

 

 

 

 


 

 

 

Attest

 

 

 

Title:

 

VP-DOS

 

Dated this          day of December, 2003.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VERIZON MEDIA VENTURES INC.

(GTE MEDIA VENTURES INCORPORATED)

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Illegible


 

 

 

 

 

 


 

 

 

Attest

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 


 

 

Dated this 17 th day of December, 2003.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KNOLOGY BROADBAND OF FLORIDA, INC.

 

 

 

 

/s/ Illegible

 

 

 

By:

 

/s/ Illegible


 

 

 

 

 

 


 

 

 

Attest

 

 

 

Title:

 

VP

 

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Consent to Assignment and Assumption

Progress Energy Florida, Inc.


POLE ATTACHMENT AGREEMENT

 

THIS AGREEMENT between FLORIDA POWER CORPORATION A Florida corporation, with its principal office located at 3201-34th Street South, St. Petersburg, Florida, 33711, herein referred to as “FPC”, and GTE Media Ventures Incorporated, a corporation organized and existing under the laws of the State of Delaware, and duly authorized to transact business in the Stare of Florida and maintaining its principal office for the conduct of business in the State of Florida at 1280 East Cleveland Street, Clearwater, Florida 34615, herein referred to as the “Cable Company”;

 

WITNESSETH

 

WHEREAS, Cable Company proposes to erect, maintain and attach Communication Facilities to poles owned by FPC; and

 

WHEREAS, FPC, to the extent required by federal, state and local law, agrees to permit the attachment of such Communications Facilities to poles, in strict accordance with the terms and conditions of this Agreement.

 

NOW, THEREFORE, in consideration of the premises aforesaid and the mutual covenants and agreements hereinafter set forth, the parties hereby mutually agree as follows:

 

ARTICLE 1 - SCOPE OF AGREEMENT

 

Section 1.0 Definitions

 

For the purpose of this Agreement, the following terms shall have the following meanings:

 

 

1.01  

“Attachment” shall mean FPC authorized contact(s) on a pole to accommodate a single messenger strand (support wire) system, with or without communication cable(s) lashed to it .This includes service drops and multiple contacts where required for construction on this single messenger strand system. Any additional contact(s) required for a second messenger strand system will be considered as a second attachment. Multiple service drops attached to a single lift (drop) pole and positioned in close proximity to one another will be considered as one attachment. Any other appurtenance affixed to a pole not herein defined, with the exception of guy and ground wires, shall be considered as a separate attachment. Any existing Third party communication cable attachment to which Cable Company may overlash or otherwise attach shall be considered as a separate attachment from that of the existing third party.

 

 

1.02  

“Cable Company and its Contractors” shall mean the Cable Company and any person, or entities who provide labor, services or materials in connection with the attachment and maintenance of Cable Company’s attachment to FPC’s poles, including, but not limited to, contractors, subcontractors, sub-subcontractors, materialmen, agents of any kind and respective officers, supervisors, agents and employees.

 

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1.03 

“Communication Facilities” shall mean all cables, support wires, bonding wire, grounds, guy wires, power supplies or other equipment of Cable Company which is attached to FPC’s poles in furtherance of Cable Company’s distribution service.

 

 

1.04 

“Distribution Pole(s)” are defined as a wood, concrete, or metal pole on which is supported supply conductors of less than 50KV, included in FERC Account 364 “Distribution Plant Poles, Towers & Fixtures.” Normally this pole will have a length of less than 55 feet. This includes lift (drop) poles which normally support only service drops to the customer.

 

 

1.05 

“FPC’s Poles” are defined as either Distribution Poles or Transmission Poles to which FPC has agreed to permit attachment pursuant to this Agreement

 

 

1.06 

“NESC” shall mean the current edition of the “National Electrical Safety Code” as amended, including all retroactive provisions, if any.

 

 

1.07 

“Transmission Pole(s)” are defined as a wood, concrete or metal pole on which is supported supply conductors energized above 50KV included in FERC Account 355, “Transmission Plant, Poles & Fixtures.” Normally, this will be a pole having & length of 55 feet or more.

 

Section 1.1 Effective Date

 

This Agreement shall not become effective and binding upon FPC until it is approved and executed by a Vice President of FPC and until a fully executed copy hereof is delivered to Cable Company.

 

Section 1.2 Term

 

This Agreement shall continue for a period of ten (10) years from the Effective Date unless earlier terminated by either party.

 

ARTICLE II - AUTHORITY TO ATTACH

 

Section 2.0 Authority to Attach

 

This Agreement shall be in effect in any area in Florida for which Cable Company holds a valid franchise or license from a local government as required by state and local laws, or as otherwise authorized by a local governmental authority to provide cable services to such areas in which FPC’s poles are located. Upon compliance with all relevant terms and provisions of said franchise or license and this Agreement, Cable Company is authorized to attach its communications facilities to FPCs Poles.

 

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Section 2.1 Denial of Attachment

 

To the extent permitted under federal, state and local law, FPC reserves the right to deny attachment or order removal of existing attachments of communications facilities to any of FPC’s Poles including, but not limited to, poles which in the reasonable judgment of FPC (i) are required for the immediate or planned use of FPC, (ii) are not acceptable for attachment because of safety considerations and compatibility with existing or committed attachments of others within the available communication space on existing poles, (iii) have been installed primarily for the use of a third party, or (iv) attachments of communications facilities to the attachments of third parties presently attached to FPC’s without the permission of the third party to so attach.

 

Section 2.2 Unauthorized Attachments

 

Any unauthorized attachment to FPC poles shall constitute a trespass and be subject to removal. FPC will provide written notice to Cable Company allowing 30 days in which to remove or make suitable arrangements to permit the unauthorized attachments. If no arrangements have been made within the time allowed, FPC shall have the right to remove the unauthorized attachments at the sole cost and expense of Cable Company.

 

ARTICLE III - GUIDELINES FOR ATTACHMENTS

 

Section 3.01 Permitting of Attachment

 

Before making any initial or additional attachment of its facilities to any pole of FPC, Cable Company shall make application to FPC for a permit in the form of Exhibit A, attached hereto. No attachment shall be made by Cable Company prior to receipt from FPC of an approved permit, which will be processed in the time frame required by law. Service drops on lift poles may be permitted monthly on one “after the fact” permit. Additional attachments made during an emergency repair shall be reported as soon as practically possible. Cable Company shall ensure that each permitted attachment is made in accordance with the terms of this Agreement as well as the specific provisions, if any, contained in the permit. The failure of Cable Company to obtain such a permit prior to making an attachment shall constitute a trespass and a willful violation of this Agreement. Recurrent violations of this Section may result in termination of this Agreement.

 

Section 3.02 Permit Forms

 

Beginning with the commencement date of this Agreement, the submittal of Attachment Request ( Exhibit A ) and Removal Request ( Exhibit B ) forms shall be the exclusive procedure to be used by Cable Company in obtaining permits to attach or remove its facilities to/from FPC poles. These Exhibits will also

 

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adjust the inventory of attachments from which monthly billings will be generated. All Attachment Request and Attachment Removal forms must be submitted to:

 

 

Florida Power Corporation

Distribution Facilities Utilization

2600 Lake Lucien Drive

Suite 400

Maitland, FL 32751-7234

 

Section 3.03 Installation Standards

 

Cable Company’s communications facilities shall be erected and maintained in accordance with NESC and the current requirements of FPC, and as may be amended or revised. Existing facilities which comply with NESC requirements may be operated in place until rebuild, relocation, etc., provides opportunity to upgrade to current FPC requirements. Drawings 2-A-15, 16 and 2-C-10 through 13 and 2-C-20 through 41 and their amendments, are incorporated herein, and unless otherwise specified by FPC, describe minimum construction requirements under typical conditions.

 

Section 3.04 Pre-Attachment Inspections

 

FPC shall have the right, but not the obligation, to conduct a pre-attachment field inspection of all proposed attachment locations described in the permit application. FPC’s inspections shall not excuse Cable Company’s non-compliance with, or inspection obligation under, this Agreement. Cable Company shall reimburse FPC upon written demand for all costs of such inspection. Failure by FPC to assess or collect such costs at the time of such inspection shall not constitute a waiver of FPC’s right to assess or collect such costs.

 

Section 3. O5 Make-Ready Work

 

In the event that any of FPC’s Poles, to which Cable Company desires to make attachments, are inadequate to support Cable Company’s facilities, FPC will so notify Cable Company in writing, including a detailed description of the make-ready work necessary to permit such attachment. This may include, but is not limited to, the increased cost of larger poles, cost of removal and the expense of transferring FPC’s facilities, from the old to the new poles, together with the estimated cost of such make-ready work, to Cable Company, and any other specification with which the attachment must comply as a condition(s) for approval of the permit. Before FPC will proceed with any make-ready work, Cable Company shall provide written confirmation that it wishes FPC to proceed with such make-ready work. Such writing obligates Cable Company to reimburse FPC for the entire cost and expense of such make-ready work. Upon completion, FPC will provide Cable Company with written authorization to attach. Where Cable Company’s desired attachments can be accommodated on present poles of FPC by rearranging FPC’s

 

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facilities thereon, Cable Company shall pay FPC for the entire cost and expense of completing such rearrangement. Cable Company shall also make arrangements with the owners of other facilities attached to FPC’s Poles to reimburse any expense incurred by them in transferring or rearranging the other facilities. Such work shall be completed before Cable Company attaches its Communications Facilities to FPC’s Poles. Any additional support of poles, including, but not limited to, guying required to accommodate the attachments of Cable Company, shall be provided by and at the expense of Cable Company. Cable Company shall not set any poles under or in close proximity to FPC’s facilities which location would be in violation of NESC requirements. Cable Company may, however, request FPC to set such poles as Cable Company may desire, and FPC may accept such request unless such poles would unreasonably interfere with FPC’s or other owners’ use of their facilities. If such request is granted, Cable Company shall pay FPC for the entire cost of selling such poles.

 

Section 3.06 Updated Location Maps

 

It shall be the duty and responsibility of Cable Company to maintain accurate, up-to-date location maps and records of all its attachments on FPCs poles. FPC shall have the right to inspect, and upon request, obtain a copy of said location maps and records at any time during regular business hours with reasonable notice.

 

Section 3.07 Maintenance of Attachments

 

Cable Company shall, at its own expense make and maintain its attachments to FPC’s Poles in a safe and workmanlike manner in accordance with this Agreement, industry standards and all applicable codes and laws, including the NESC. Violations of FPC or NESC requirements which are discovered by FPC shall immediately be corrected by Cable Company at its expense. Failure by Cable Company to so maintain its attachments may result in termination of this Agreement pursuant to Article VII.

 

Section 3.08 Relocation of Attachments Due to Conflicts or Unreasonable Interference

 

Cable Company attachments shall not conflict with the primary use of FPC’s Poles by FPC, or by any other prior party using the poles, or unreasonably interfere with the operation of other pre-existing facilities thereon or which may from time to time be placed thereon. Cable Company shall within 30 days of written notice, and at its own expense, remove, relocate, replace, rebuild or renew its facilities placed on any poles, or transfer them to substituted poles, or perform any other work in connection with its facilities that may be required by FPC, the NESC or other applicable codes and laws. However, in case of any emergency, or nonresponse within above 30 day provision, FPC may, but shall not be obligated to, remove, relocate, replace rebuild or renew the facilities placed on poles by Cable Company, transfer them to substituted poles, or perform any other work in connection with said facilities that may be required for FPC’s maintenance, replacement, removal or relocation of said poles or the facilities thereon. Cable Company

 

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shall, on written demand, reimburse FPC for all reasonable expenses incurred by FPC pursuant to the provisions of this Section. Nothing in this Section shall be construed to relieve Cable Company from maintaining adequate work forces readily available to promptly repair, service and maintain Cable Company’s facilities as herein required.

 

Section 3.09 Pole Maintenance and Facilities Operation

 

FPC reserves to itself, its successors and assigns, the right to maintain its poles and to operate its facilities thereon in such manner as will enable it to fulfill its own electric service and maintenance requirements. FPC shall not be liable to Cable Company, and Cable Company hereby waives any claims for simple negligence which may cause damage to or interruptions of cable communications service or for interference with the operation of the cables and wires of Cable Company.

 

Section 3.10 Identification of Attachments

 

Cable Company shall identify all of its facilities on FPC poles by tagging, marking, etc., pursuant to FPC identification requirements, as amended.

 

Section 3.11 Voluntary Removal of Attachments

 

Cable Company may at any time remove its communication facilities, in whole or in part, from FPC’s Poles and it shall immediately give FPC written notice of such removal with the submission of Exhibit B attached hereto.


 
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