Authorization for Conduit Availability Study

Form 10256 Application and Conduit Occupancy Authorization

Street Address

City and State

VERIZON PENNSYLVANIA INC.

In accordance with the terms and conditions of Agreement dated ______, application is hereby made for an authority to occupy the conduit system shown on the sketch or map, Form 10256-1 attached hereto, with the cable detail on Form 10256-2 attached hereto and equipment on Form 10256-3 attached hereto.

Location: ______City, Borough, Township, County and State

This request will be designated Conduit Authority Number .

______OCCUPANT

Telephone Number

Conduit Authority Number ______is hereby granted to occupy Company’s conduit system, as indicated on the attached Form 10256-1, with cable, equipment and facilities specified on the attached Forms 10256-2, and 10256-3 Duct and or Innerduct footage this authority .

Date Telephone Number

Form 10256-1 Application and Conduit Occupancy Authorization

Occupant

Location City, Borough or Township, County and State

Authority Number

Conduit System Diagram Form 10256-2 Application and Conduit Occupancy Authorization

Occupant

Authority Number

Cable to Occupy Conduit

Cable OD. WT. LBS. Metallic Type Max. Max. Type of Designation Inches Per Sheath of Voltage Current Jacket Foot or Shield Cable to Gnd. In Any Conductor Yes AC

I. Cable Designation: Assign letter, alphabetically, to each different type of cable to be installed.

2. O.D. (Inches): Outside diameter of the cable.

3. WT. Lbs. Per Foot: Self-explanatory

4. Metallic Sheath or Shield: Self-explanatory

5. Type of Cable: If coaxial cable show number of tubes. If pair cable show pair size and gauge (e.g. 16-22)

6. Max. voltage to Gnd: Self-explanatory

7. Max. Current in any conductor: Self-explanatory

8. Type of Jacket: Enter type of material of the outer jacket of sheath (Polyethylene, PVC. or lead etc.) Form 10256-3 Application and Conduit Occupancy Authorization

Occupant

Authority Number

EQUIPMENT HOUSINGS TO BE PLACED IN MANHOLES

Type Height Width Depth Weight Location

KEY FOR COMPLETING THE APPLICATION AND CONDUIT OCCUPANCY AUTHORIZATION

1. Address of Occupant

2. Municipality of Conduit

3. Authority -Number to be assigned by Verizon

4. Occupant’s Name

5. Signature, title and telephone number of Occupant.

6. Duct or inner-duct Footage to be occupied.

7. Completed by Verizon, when authorizing occupancy.

8. Diagram of Conduit System.

9. Completed as specified in the instruction below the chart.

10. Description and size of equipment, excluding powered equipment such as:

 Power Supplies  Amplifiers  Line Extenders  Subscribers Taps

(SAMPLE ATTACHED) SAMPLE

Form 10256 Application and Conduit Occupancy Authorization

Street Address

 City and State Date

In accordance with the terms and conditions of Agreement dated ______, application is hereby made for an authority to occupy the conduit system shown on the sketch or map, Form 10256-1 attached hereto, with the cable detail on Form 10256-2 attached hereto and equipment on Form 10256-3 attached hereto.

Location:  City, Borough, Township, County and State

This request will be designated Conduit Authority Number  .

 OCCUPANT

By Title  Telephone Number

Conduit Authority Number ______is hereby granted to occupy Company’s conduit system, as indicated on the attached Form 10256-1, with cable, equipment and facilities specified on the attached Forms 10256-2, and 10256-3 Duct and or Innerduct footage this authority  .

By  Title Date

Telephone Number SAMPLE Form 10256-1 Application and Conduit Occupancy Authorization

Occupant 

 Location City, Borough or Township, County and State

Authority Number 

Conduit System Diagram

 SAMPLE

Form 10256-2 Application and Conduit Occupancy Authorization  Occupant Location  City, Borough or Township, County and State  Authority Number

Cable to Occupy Conduit

Cable OD. WT. LBS. Metallic Type Max. Max. Type of Designation Inches Per Sheath of Voltage Current Jacket Foot or Shield Cable to Gnd. In Any Conductor Yes AC N o

1. Cable Designation: Assign letter, alphabetically, to each different type of cable to be installed. 2. O.D. (Inches): Outside diameter of the cable. 3. WT. Lbs. Per Foot: Self-explanatory 4. Metallic Sheath or Shield: Self-explanatory 5. Type of Cable: If coaxial cable show number of tubes. If pair cable show pair size and gauge (e.g. 16-22) 6. Max. voltage to Gnd: Self-explanatory 7. Max. Current in any conductor: Self-explanatory 8. Type of Jacket: Enter type of material of the outer jacket of sheath (Polyethylene, PVC. or lead etc.) SAMPLE

Form 10256-3 Application and Conduit Occupancy Authorization  Occupant

 Location City, Borough or Township, County and State

Authority Number 

EQUIPMENT HOUSINGS TO BE PLACED IN MANHOLES 

Type Height Width Depth Weight Location

STAGES OF APPLICATION PROCESS FOR CONDUIT ACCESS PROVIDED UNDER TARIFF

STAGE RESPONSI ACTIONS NEEDED BILITY OF

1 Occupant Contact Verizon - Pole and Conduit Administrator (PCA) as specified in Tariff No. 303, Section T.

2 PCA Forwards…  2 copies of Authorization for Conduit Availability Study.  2 copies of Application and Conduit Occupancy Authorization and sample.  1 copy of Tariff No. 303

3 Occupant Provides requested information, signs all documents and returns to PCA for processing.

4 PCA Acknowledges receipt of Application and forwards the Authorization for Conduit Availability Study for retention in Occupant's file.

Logs Application into PACTS system and forwards to Engineer for survey.

5 Engineer (Verizon) Completes a record search for conduit availability noting (1) make- ready work is not required; (2) make-ready work is required and estimated cost; (3) denial (whichever is applicable), and returns to PCA.

6 PCA Notifies occupant of result of survey and if make-ready work is required, prepares Estimated Summary of Costs -- Conduit Make Ready and forwards to Occupant for approval. Pa. P.U.C.-No. 303 Fourth Revised Title Sheet Canceling Third Revised Title Sheet

ATTACHMENT 3

CONDUIT OCCUPANCY FOR COMMUNICATIONS FACILITIES

REGULATIONS AND SCHEDULES OF CHARGES

Applying to the provision of conduit space within the operating territory of Bell Atlantic -Pennsylvania, Inc.

ISSUED MARCH 12, 1997 EFFECTIVE MAY 11, 1997

By William J. Mitchell, Vice-President, 1717 Arch St., Philadelphia, Pa. Pa. P.U.C.-No. 303 Preface Original Sheet 1

The name of The Bell Telephone Company of Pennsylvania has been changed to Bell Atlantic-Pennsylvania, Inc.

ISSUED DECEMBER 8, 1993 EFFECTIVE FEBRUARY 6, 1994. By Daniel J. Whelan, Vice-President, 315 N. 2nd St., Harrisburg, Pa Pa. P.U.C.-No. 303 1st Revised Sheet 2 Canceling Original Sheet 2

TABLE OF CONTENTS Sheet Advance Payment 8 (C) Application for, and Issuances of, Authorizations 10 Assignment of Rights 19 Authorization Not Exclusive 19

Construction, Maintenance and Removal of Communications Facilities 12 (C) Contractors 15 Definitions 3 Failure to Enforce 20 (C) Inspection of Occupant’s Communications Facilities 13 Insurance and Guarantee 18 Interruption of Service 15 Legal Requirements 9 Liability and Damages 16 Make-Ready Requirements 11 (C) Notices 21

Rates and Charges Occupancy Rates 5 Occupant’s Performance Obligations 7 Other Charges 7 (C) Payments of Rates and Charges 7 Scope of Tariff 5 Specifications 8 Termination of Authorizations 20 (C) Unauthorized Occupancy 14 ( C) Indicates change.

ISSUED MAY 29, 1985. EFFECTIVE JUNE 3, 1985.

By J. J. Doherty, Jr., Director, One Parkway, Philadelphia, Pa.

In compliance with the Order of the Pennsylvania Public Utility Commission of May 17, 1985 in R—842772.

Pa. P.U.C.-No. 303 Fifth Revised Sheet Canceling Fourth Revised Sheet 1

   (C)

ISSUED DECEMBER 1, 1995 EFFECTIVE (JANUARY 31, 1996) MARCH 31, 1999

Pa. P.U.C.-No. 303 1st Revised Sheet 3 Canceling Original Sheet 3

A. DEFINITIONS APPLICANT

APPLICANT

An entity which has applied for Company Authorization to occupy space in Company’s conduit system.

AUTHORIZATION

A formal Company document listing in detail those ducts which Occupant may occupy.

CHARGES

As defined in C.2.a. following, all payments required of Occupant under this Tariff, other than rates.

COMMUNICATIONS FACILITIES

The cable and associated equipment and hardware utilized by Occupant in the transport of electrical or optical signals.

COMPANY

Verizon Pennsylvania, Inc.

CONDUIT SYSTEM

Any combination of ducts, conduits, manholes, handholes and vaults joined to form an integrated whole, which is owned solely or in part by Company.

An enclosed raceway for communications facilities.

FULL COST AND EXPENSE

All phases of construction and engineering work performed by Company or its contractors to accommodate and to continue to accommodate Occupant safely in Company’s conduit system.

GOVERNMENTAL AGENCY

Any agency or instrumentality of the federal, state or local government that is concerned with the public health, safety and welfare, excluding, however, any such agency or instrumentality insofar as it owns or operates a cable television system.

(C) Indicates change.

In compliance with the Order of the Pennsylvania Public Utility Commission of May 17, 1985 in R—842772. Pa. P.U.C.-No. 303 1st Revised Sheet 4 Canceling Original Sheet 4

A. DEFINITIONS (Cont’d) (C) INNERDUCT

An enclosed raceway within a duct for a communications facility.

JOINT OWNER

An entity having an ownership interest in a conduit system with Company.

JOINT USER

An entity who owns a conduit system in whole or in part and (i) who has extended or may hereafter extend joint use privileges to Company in its conduit system or (ii) to whom Company has extended or may hereafter extend joint use privileges in Company’s conduit system.

MAKE-READY SURVEY

Company survey of conduit system to determine availability of duct space to accommodate Applicant’s communications facilities.

MAKE-READY WORK

All work, including, but not limited to, rearrangement, repair, and clearing of existing facilities in a conduit system, or any other changes required to be made to accommodate Occupant’s communications facilities in Company’s conduit system.

MANHOLE

An opening in a conduit system which persons may enter for the purpose of installing and maintaining communications facilities.

OCCUPANT

Entity which has applied for, and been granted, Authorization by Company to occupy space in Company’s conduit system. As used in K. following, Occupant may mean entity occupying space in Company’s conduit system without Authorization from Company. Occupant may also mean Applicant as defined preceding.

OTHER OCCUPANT

Any entity, other than Occupant herein to which Company has or hereafter shall extend the privilege of occupying Company’s conduit system.

An annual fee paid by Occupant to Company for the total feet of conduit occupied by Occupant.

Pa. P.U.C.-No. 303 2nd Revised Sheet 5 Canceling 1st Revised Sheet 5

B SCOPE OF TARIFF

1. Subject to the provisions of this Tariff, Company agrees to issue to Occupant for any lawful communications purpose, revocable, non—exclusive Authorizations permitting the placing of Occupant’s communications facilities in Company’s conduit system within the right-of-way permitted by public or private property owners for Occupant’s use.

2. No use, whatever its duration, of Company’s conduit system or payment of any rates or charges required under this Tariff shall create or vest in Occupant any ownership or other property rights in such conduit system. Occupant’s rights herein shall be and remain a mere license. Neither this Tariff nor any Authorization granted hereunder shall constitute an assignment of any of Company’s rights to use the public or private property at the location of Company’s conduit system.

3. Nothing contained in this Tariff shall be construed to compel Company to construct, retain, extend, place or maintain any conduit system or other facilities not needed for Company’s own service requirements.

4. Duct space authorized to be occupied pursuant to this Tariff is for Occupant’s use only. Occupant shall not sublease, share with, or resell to others said duct space. Occupant shall not alter the space authorized for occupancy pursuant to this Tariff.

5. Nothing contained in this Tariff shall be construed as a limitation, restriction, or prohibition against Company with respect to any agreement(s) and arrangement(s) which Company has heretofore entered into, or may in the future enter into, with others regarding Company’s conduit systems. The rights of Occupant shall at all times be subject to any such agreement(s) or arrangement(s), including but not limited to any joint user, joint owner or governmental agency not subject to this Tariff.

6. This tariff does not apply to Cable Television (CATV) Companies pursuant to the Pa. P.U.C. Opinion and Order in (C) Docket No. R-842772C001, et. al. adopted on March 26, 1987 and entered on November 17, 1987.

C. RATES AND CHARGES

1. OCCUPANCY RATES a. General (1) Occupancy rates commence on the first day of the calendar month following the date the Authorization is issued. Such rates cease as of the final day of the calendar month preceding the month in which the removal of the communications facilities is completed by Occupant or by Company.

(2) Rates shall be payable monthly in advance.

ISSUED FEBRUARY 10, 1988. EFFECTIVE APRIL 10, 1988.

By J. J. Doherty, Jr., Vice-President, One Parkway, Philadelphia, Pa. Pa. P.U.C.-No. 303 2nd Revised Sheet 6 Canceling 1st Revised Sheet 6

C. RATES AND CHARGES (Cont’d)

1. OCCUPANCY RATES (Cont’d)

a. General (Cont’d)

(3) For the purpose of computing the total conduit occupancy rates due hereunder, the total rate shall be based upon the number of duct feet for which Authorizations have been issued. The first advance payment of the annual rate for Authorizations issued under this Tariff shall include a proration from the first day of the month following the date the Authorization was issued to the first regular monthly payment date.

(4) To the extent that Company and Occupant occupy duct owned by each other, only a net payment shall be made by one to the other.

(5) A Surcharge applies to the rates for this service, pursuant to Pa. P.U.C.-No. 1, Section 1, General Regulations, Paragraph 1.

b. Occupancy Rate

For the purpose of computing the total annual rate due, the length of duct considered occupied shall be measured from the center to center of manholes, or from the center of a manhole to the end of Company’s duct occupied by Occupant’s communications facilities. Annual Rate (1) In Philadelphia and Pittsburgh Exchange Areas a. Per foot of duct occupied $5.45 b. Per innerduct foot occupied 3.25

(2) In all other Exchange Areas a. Per foot of duct occupied 3.95 b. Per mnnerduct foot occupied 1.95

(3) Innerduct rates apply only when innerducts are placed by the Company. Innerducts are offered when in the sole discretion of the Company, they are the only means possible to provide available space to an applicant.

   (C)

ISSUED NOVEMBER 30. 1988. EFFECTIVE JANUARY 29, 1989.

By Edward J. Kennedy, Vice-President, 315 N. 2nd St., Harrisburg, Pa. Pa. P.U.C.-No. 303 Second Revised Sheet 7 Canceling First Revised Sheet 7

C. RATES AND CHARGES (Cont’d)

2. OTHER CHARGES

a. Computation

All charges for field survey, make-ready work, inspections, rearrangement of Company’s facilities, rearrangement or removal of Occupant’s facilities from Company’s conduit system and any and all other work performed for Occupant or otherwise authorized under this Tariff, shall be based upon the full cost and expense to Company of such work or for having such work performed by an authorized representative of Company plus an amount not to exceed 10% of Company’s full cost incurred thereby.

b. Proration of Charges Paid by Company to Others

Where Company pays a fee or charge of any kind to third parties, including, but not limited to, bridge occupancy fees and permit fees paid to governmental authorities relating in whole or in part to the duct occupied by Occupant, Occupant shall pay a share of such fee or charge, prorated as that proportion which the Occupant’s facilities occupy of Company’s structure upon which the fee or charge is based.

3. PAYMENTS OF RATES AND CHARGES

All rates and charges without exception, incurred by Occupant, or by Company on Occupant’s behalf, are due and payable within 30 days after the date of Company’s bill to Occupant. Any billed rate and/or charge or portion thereof, for which payment has not been received by Company within 30 days after the date of the bill shall be past due. A late

(C) payment charge applies pursuant to Pa. PUC #1, Section 1, General Regulations, 8C. If rates and charges remain unpaid for 90 days, Company may terminate all of Occupant’s Authorizations relating to the unpaid rates and charges, and Occupant will be subject to the provisions of S.7. and S.8. of this Tariff, relating to removal of Occupant’s facilities from Company’s conduit system.

4. OCCUPANT’S PERFORMANCE OBLIGATIONS

To guarantee the performance of all of Occupant’s obligations hereunder, Company may require bond in a form satisfactory to Company or other satisfactory evidence of financial security in such amount as Company may specify, in an initial amount of $3,000.00, or an amount equal to one year’s conduit occupancy rates, whichever is greater. If Occupant shall at any time have more than the number of conduit duct feet forming the basis of the computation of the initial bond, or if the rental rate for the occupancy of Company’s conduit system should be changed, Occupant, on request of Company, shall furnish such additional surety as may be required by Company from time to time in an amount equal to the estimated total payments from Occupant for a period of one year.

ISSUED JULY 26, 1993. EFFECTIVE SEPTEMBER 24, 1993.

By Daniel J. Whelan, Vice-President, 315 N. 2nd St., Harrisburg, Pa.

D. ADVANCE PAYMENT

1. Upon Company’s request, Applicant shall make an advance payment to Company prior to:

a. any undertaking by Company of a make-ready survey in an amount specified by Company sufficient to cover the estimated cost to be incurred by Company to complete such field survey, or to have it performed by others;

b. or any performance by Company of any make-ready work required in an amount specified by Company sufficient to cover the estimated cost to be incurred by Company to complete the required make-ready work, or to have it performed by others.

2. The amount of the advance payment required will be credited against the charge for such make-ready survey or make-ready work.

3. Where the advance payment made by Occupant to Company for make-ready survey or make-ready work is less than the charge for such work, Occupant agrees to pay Company all sums due in excess of the amount of the advance payment in accordance with the terms of C. preceding. Occupant may request a review of charges in excess of the amount of the advance payment.

4. Where the advance payment made by Occupant to Company for make-ready survey or make—ready work exceeds the charge for such work, Company shall refund the difference to Occupant.

E. SPECIFICATIONS

1. Occupant’s communications facilities shall be installed and constructed in accordance with the requirements and specifications of the latest editions of the Manual of Construction Procedures (Blue Book), the National Electrical Code (NEC), the National Electrical Safety Code (NESC), and any governing authority having jurisdiction over the subject matter. Where a difference in specifications may exist, the more stringent shall apply.

2. If any part of Occupant’s communications facilities is not installed and constructed in accordance with E.l. preceding, and Occupant has not corrected the violation within 60 days from receipt of written notice thereof from Company, Company may, in addition to any other remedies Company may have hereunder, remove Occupant’s communications facilities from any or all of Company’s conduit system or perform such other work and take such other action in connection with said communications facilities that Company deems necessary or advisable to provide for the safety of Company’s employees, the public or performance of Company’s service obligations.

All work will be at the cost and expense to Occupant in accordance with C. preceding, of this Tariff and without any liability on the part of Company, except that should Company negligently damage Occupant’s physical facilities, (c) Company will compensate Occupant for the reasonable cost of repair and/or replacement of those negligently damaged facilities. Provided, however, that when in the sole judgment of Company such a condition may endanger the safety of Company’s employees or interfere with the performance of Company’s service obligations, Company may take such action without prior notice to Occupant.

In compliance with the Order of the Pennsylvania Public Utility Commission of May 17, 1985 in R—842772. Pa. P.U.C.-No. 303 Second Revised Sheet 9 Canceling First Revised Sheet 9

E. SPECIFICATIONS (Cont’d)

3. Occupant’s communications facilities shall be maintained in accordance with the requirements and specifications in effect at the time those facilities were built. When a change in requirements or specifications occurs which by engineering code requires the alteration of Occupant’s facilities, Occupant shall make all such alterations at its own cost within a reasonable time from such change in requirements or specifications. In the event that Occupant fails to make alterations within a reasonable time, Company may make such alterations at Occupant’s sole expense.

F. LEGAL REQUIREMENTS

1. Occupant shall be responsible for obtaining from the appropriate public and/or private authority any required authorization to construct, operate and/or maintain its communications facilities on public and/or private property before it occupies ducts located on such public and/or private property. Company reserves the right to demand proof from any Applicant or Occupant of said Applicant’s or Occupant’s right to occupy public or private right-of-way relating to area in which Authorizations are sought or have been granted. Should Company demand such proof, and Applicant or Occupant fail to present adequate evidence thereof within 60 days of the Company’s demand, Company may return the appropriate Applications to the Applicant or cancel existing permits and instruct Occupant to vacate the conduit at Occupant ‘ s expense.

2. Company and Occupant shall at all times observe and comply with, and the provisions of the Tariff are subject to, all laws, ordinances, and regulations which in any manner affect the rights and obligations of Company and Occupant under this Tariff, so long as such laws, ordinances or regulations remain in effect.

3. No Authorization granted under this Tariff shall extend to any of the Company’s conduit system where the placement of Occupant’s communications facilities would result in a forfeiture of the rights of Company or joint users, to occupy the property on which such conduit system is located.

If the existence of Occupant’s communications facilities in Company’s conduit system would cause forfeiture of the right of Company or joint users, or both, to occupy such property, the Authorization covering such conduit system shall be terminated effective upon the date of the written notice from Company to Occupant advising of such termination, and Occupant shall be liable for fees and charges which accrue only through the date of removal of its facilities. If said communications facilities are not so removed, Company may perform and/or have performed such removal after 60 days from the receipt of said written notification without liability on the part of Company, and Occupant agrees to pay to Company the cost thereof and for all losses and damages that may result.

G. APPLICATION FOR, AND ISSUANCES OF, AUTHORIZATIONS

1. Before occupying any duct or ducts within Company’s conduit system, Applicant shall file an Application for Authorization, which may be obtained from Company upon request. Authorization shall be issued by Company if the(C) duct space applied for in Company’s judgment will not interfere with the use of the conduit system by Company or by any joint owner or user, will not conflict with any state, county, or local governmental requirements, will not conflict with the rights of any property owners, and will not be unsatisfactory for any other reason. If Applicant fails to begin substantial construction within 90 days from the date Authorization is granted, such Authorization shall be void upon receipt of notice of cancellation from Company.

2. Procedures for processing multiple conduit occupancy Applications will be forwarded to Applicant upon Applicant’s request for an Application for Authorization as under G.l. preceding.

H. MAKE-READY REQUIREMENTS

1. A survey by Company will be required to determine the availability of duct space within the conduit system to accommodate Applicant’s communications facilities. Company will, to the extent feasible, indicate, in writing, to Applicant the estimated cost of such survey, and shall receive written authorization from Applicant before undertaking such a survey. Applicant shall have 60 days from the receipt of said estimate to indicate its written approval of completion of the required survey and acceptance of the resulting charges. A representative of Applicant may accompany Company’s representative on such field survey.

2. Company retains the right, in its sole judgment, to determine whether such requested space is or is not available based upon Company’s foreseeable needs. In the event Company determines that rearrangement of the existing communications facilities therein is required before Applicant’s communications facilities can be accommodated, Company will advise Applicant in writing, of the estimated make-ready charges that will apply. Applicant shall have 60 days from the receipt of said notification to indicate its written approval of completing the required make—ready work and acceptance of the resulting charges.

3. Should Company or any governmental agency with whom Company has an agreement granting such entity priority access to any occupancy of Company’s conduit system need, for its own service requirements, any of the space occupied by Occupant’s communications facilities in Company’s conduit system, Occupant will vacate that space within 60 days of receipt of written notice from Company requesting the removal. If Occupant chooses to remain in Company’s conduit system and if Company advises Occupant that Occupant’s communications facilities can be accommodated otherwise in Company’s conduit system, Occupant shall be required to rearrange its communications facilities in the manner designated by Company and at the expense of Occupant. If Occupant has not so removed or rearranged its communications facilities within 60 days of receipt of written notice from Company requesting such work, Company may perform or have performed such removal or rearrangement without any liability on the part of Company, and Occupant shall pay the costs thereof.

3. In performing the make-ready survey and all make-ready work to accommodate Applicant’s communications facilities, Company will endeavor to include such work in its normal workload schedule. Applicant shall designate a desired priority of completion of the make-ready survey and make-ready work for each Application relative to all other of its Applications on file with Company at the same time. Any change of priority of duct availability or overall completion schedule that is desired after either has been initially agreed upon with Company is subject to Company’s ability to accommodate the new scheduling in its established work schedule.

I. CONSTRUCTION, MAINTENANCE AND REMOVAL OF COMMUNICATIONS FACILITIES

1. Occupant shall, at its own expense, construct and maintain its communications facilities in Company’s conduit system in a safe condition and in a manner acceptable to Company, so as not to conflict with the use of Company’s conduit system by Company or other Occupants or authorized users, nor electrically interfere with Company’s or other Occupants’ facilities placed therein.

2. Occupant shall obtain specific written approval from Company before undertaking any major rebuilds or rearrangement projects.

3. Occupant’s communications facilities shall be placed in, maintained, removed from, relocated or replaced in Company’s conduit system only when specific written approval for the work to be performed and approval of the party to perform such work has been obtained in advance from Company. Company retains the right to specify what, if any, work shall be performed by Company at Occupant’s expense.

4. In each instance where Occupant’s communications facilities are to be placed in Company’s conduit system, Company shall designate the particular duct Occupant’s communications facilities will occupy, the location where and manner in which Occupant’s communications facilities will enter and exit Company’s conduit system, the racking of cables in the manhole and the specific location for any associated equipment to be located in the conduit system. Company reserves the right to exclude or limit the type, number and size of Occupant’s communications facilities which may be placed in Company’s conduit system.

5. Company’s manholes shall be opened only as permitted by Company’s authorized employees or agents, or by an agent, employee or contractor of Occupant approved in writing by Company. Occupant shall be responsible for obtaining any necessary permits from appropriate authorities to open manholes and conduct work operations therein. Occupant’s employees, agents or contractors will be permitted to enter or work in Company’s manholes only when an authorized agent or employee of Company or an agent, contractor or an employee of Occupant approved by Company is present. Company may revoke its written approval of Occupant’s employee, agent or contractor at any time. Company’s said agent or employee shall have the authority to suspend Occupant’s work operations in and around Company’s manholes if, in the sole discretion of said agent or employee, any hazardous conditions arise or any unsafe practices are being followed by Occupant’s employees, agents or contractors.

I. CONSTRUCTION, MAINTENANCE AND REMOVAL OF COMMUNICATIONS FACILITIES (Cont’d)

5. (Cont’d) Occupant agrees to pay Company the charges, as determined, in accordance with the terms and conditions of C. preceding for having Company’s agent or employee present when Occupant’s work is being done in and around Company’s manholes. The presence of Company’s authorized agent or employee or an employee of Occupant approved by Company shall not relieve Occupant of its responsibility to conduct all of its work operations in and around Company’s manholes in a safe and workmanlike manner, and in accordance with the terms of E. preceding.

6. Company may. when it deems an emergency to exist, rearrange, transfer or remove Occupant’s communications facilities occupying Company’s conduit system without incurring any liability on the part of Company, except that should Company negligently damage Occupant’s physical facilities, Company will compensate Occupant only for the reasonable cost of repair and/or replacement of those negligently-damaged facilities. As soon as practicable thereafter, Company will endeavor to arrange for reacommodation of Occupant’s communications facilities so affected. Occupant agrees to pay Company’s communications facilities so affected. Occupant agrees to pay Company for all expenses incurred by Company in connection with such rearrangement, transfer, removal and reaccommodation.

7. Occupant, at its expense, will remove its communications facilities from Company’s conduit system:

a. Within 60 days after:

(1) termination of the Authorization covering such conduit occupancy; or

(2) the date Occupant substitutes existing communications facilities in one duct with the placing of communications facilities in another duct or ducts.

b. Company may extend the 60-day period in a. above, when, in Company’s opinion, Occupant demonstrates good cause warranting such an extension (e.g., major rebuilds, etc.)

J. INSPECTION OF OCCUPANT’S COMMUNICATIONS FACILITIES

1. Company shall inspect all Occupant’s communications facilities occupying Company’s conduit system in order to insure that the requirements of E., H. and I. preceding are complied with. Occupant shall bear the expense of:

a. inspections of plant constructed in the initial construction, major rebuild, or extension of Occupant’s system;

b. inspections of plant affected by acts of nature; e.g., storms, floods, hurricanes or other natural calamity; and

c. periodic inspections of Occupant’s plant conducted after a sample survey of Occupant’s facilities occupying Company’s conduit system discloses significant non-compliance with the requirements of E., H. and I. preceding. The cost of said sample survey shall be borne by Occupant.

J. INSPECTION OF OCCUPANT’S COMMUNICATIONS FACILITIES (Cont’d)

2. Company will give Occupant advance written notice of such inspections, except in those instances where, in the sole judgment of Company, safety considerations justify the need for such an inspection without the delay of waiting until a written notice has been forwarded to Occupant.

3. The making of periodic inspections or the failure to do so shall not operate to relieve Occupant of any responsibility, obligation or liability provided for under this Tariff.

K. UNAUTHORIZED OCCUPANCY

1. If any of Occupant’s communications facilities shall be found in Company’s conduit system for which there is no Authorization outstanding, Company may, without prejudice to its other rights or remedies under this Tariff or otherwise, including termination of Authorization(s), collect an amount representing liquidated damages, backbill Occupant for the unauthorized occupancy, and require Occupant to submit, in writing, within 10 days after receipt of written notification from Company of the unauthorized conduit occupancy, a conduit occupancy Application. If such Application is not received by Company within the specified time period, Occupant may be required to remove its unauthorized occupancy within 60 days of the final date for submitting the required Application, or Company may, at its option, remove Occupant’s facilities without liability, and the expense of such removal shall be borne by Occupant.

Except as provided in K.3. following, in addition to backbilling Occupant for the unauthorized occupancy, an assessment of $50.00, representing liquidated damages, shall be imposed by Company upon Occupant for each unauthorized duct foot of occupancy. For the purpose of determining the applicable backbilling charge, all unauthorized conduit occupancy shall be treated as having existed for a period of two years prior to its discovery, or for the period beginning with the date on which Occupant was initially authorized to place facilities of the same communications system, whichever period shall be the shortest. The rates and charges specified in C. preceding, shall be due and payable forthwith whether or not Occupant is permitted to continue the conduit occupancy.

K. UNAUTHORIZED OCCUPANCY (Cont’d)

3. Where Occupant’s rights hereunder have been assigned pursuant to P. following, any unauthorized occupancy which is found by Assignee and for which Assignee, within 30 days after the effective date of the assignment, makes Application for conduit occupancy Authorization, shall be subject to backbilling charged to Assignee, but Assignee shall not be subject to liquidated damages. This 30-day period shall apply only to unauthorized occupancy found by Assignee. Assignee shall be liable to Company for backbilling rates and charges and liquidated damages for unauthorized occupancy for which Assignee makes Application subsequent to 30 days after the effective date of the assignment. Occupant/Assignor shall not hereby be released of liability to Company for backbilling rates and charges and liquidated damages, except to the extent that they are paid by Assignee.

4. No act or failure to act by Company with regard to said unauthorized use shall be deemed as a ratification or the authorization of the unauthorized use; and if any Authorization should be subsequently issued, said Authorization shall not constitute a waiver by Company of any of its rights or privileges under this Tariff or otherwise; provided, however, Occupant shall be deemed to have been subject to all liabilities, obligations and responsibilities of this Tariff in regard to said unauthorized use from its inception.

L. CONTRACTORS

Company shall have the right to engage others to perform any work under this Tariff. Billing to Occupant in such cases shall be the amount billed Company by the engaged party, plus an administrative charge not to exceed 10% of the amount billed.

M. INTERRUPTION OF SERVICE

1. If Company interrupts Occupant’s service to Occupant’s subscribers, for a period of at least 24 hours, Company, after due notice by Occupant, shall apply the following schedule of allowances except in situations as provided in subparagraph 2:

a. 1/365 of the Tariff annual rate per duct foot of Occupant’s facilities rendered inoperative to the extent of being useless for each of the first three (3) full 24-hour periods during which interruption continues after notice by Occupant to Company conditioned that the out-of-service extends beyond a minimum of 24 hours.

b. 2/365 of each full 24-hour period beyond the first three 24-hour periods. However, in no instance shall the allowance for the out-of-service period exceed the total annual rate per duct foot of Occupant’s facilities rendered inoperative to the extent of being useless.

M. INTERRUPTION OF SERVICE (Cont’d)

2. When service is interrupted for a period of at least 24 hours due to such factors at storms, fires, floods or other conditions beyond the control of Company, an allowance of 1/365 of the Tariff annual rate per duct foot of Occupant’s facilities rendered inoperative to the extent of being useless shall apply for each full 24 hours during which interruption continues after notice by Occupant to Company. The foregoing allowances shall not be applicable where service is interrupted by the negligence or wilful act of Occupant or where Company pursuant to the terms of the contract for service suspends or terminates service for non-payment of charges or for unlawful or improper use of the facilities or for any other reason provided for in the filed and effective Tariff.

N. LIABILITY AND DAMAGES

Company reserves to itself, its successors and assigns, the right to locate and maintain its conduit system, and to operate its facilities in conjunction therewith in such manner as will best enable it to fulfill its own service requirements. Except as provided herein, Company shall not be liable to Occupant or to Occupant’s subscribers for any interruption of Occupant’s service or for interference with the operation of Occupant’s communications facilities, or for any special, indirect or consequential damages arising in any manner, including Company’s negligence, out of the use of Company’s conduit system or Company’s actions or omissions in regard thereto, and Occupant shall be liable for, shall save and hold harmless, and shall indemnify and defend Company and its employees, agents, successors and assigns against all claims, demands, suits, actions and judgments of any nature, whether for rescission or damages of whatsoever kind in law or in equity, known or unknown, whether for contribution or indemnity, and all costs, expenses and reasonable attorney’s fees of whatever kind resulting therefrom. Notwithstanding the allowances as set forth in M.1.a. and M.l.b. preceding, Company’s liability in damages for any such interruption or interference shall, in no event, exceed an amount in liquidated damages equivalent to 1/365 of the Tariff annual rate per duct foot of Occupant’s facilities rendered inoperative for each full 24-hour period during which such facilities are rendered inoperative. Company shall exercise precaution to avoid damaging the communications facilities of Occupant, make an immediate report to Occupant of the occurrence of any such damage caused by Company’s employees, agents or contractors, and agrees to reimburse Occupant for all reasonable costs incurred by Occupant to repair such damaged facilities.

2. Occupant shall exercise precaution to avoid damaging the facilities of Company and of others placed in Company’s conduit system, and Occupant assumes all responsibility for any and all loss from such damage caused by Occupant’s employees, agents or contractors. Occupant shall make an immediate report to Company and any other conduit system occupant of the occurrence of any such damage, and shall reimburse the respective parties for all costs incurred in making repairs.

3. Occupant shall be liable for, shall indemnify, protect, defend and save harmless Company and its employees, agents, successors and assigns, against all suits, actions, claims, demands and judgments of any nature, whether for damages or rescission, of whatsoever kind in law or in equity, known or unknown, whether for contribution or indemnity, and all costs, expenses and reasonable attorney’s fees incurred on account thereof, including, but not limited to, those based upon injury (including, without limitation, sickness or disease) to persons, or death resulting therefrom, or payments made under any Workmen’s Compensation Law or under any plan for employees’ disability and death benefits, or upon damage to property, including loss of use thereof, arising out of or caused directly or indirectly by the erection, maintenance, presence, use or removal of Occupant’s communications facilities or by their proximity to the facilities of the parties placed in Company’s conduit system, or by any act or omission of Occupant’s employees, agents or contractors on or in the vicinity of Company’s conduit system, whether or not such damage, injury or death results from the fault, failure or negligence of Occupant, its employees, agents or contractors, or negligence of Company, its employees, agents or contractors, or otherwise, regardless of cause, save Company’s wilful act or neglect, or legal responsibility, and regardless of when discovered, it being the intent of this provision to absolve and protect Company from any and all loss by reason of the premises.

N. LIABILITY AND DAMAGES (Cont’d)

4. Occupant shall be liable for, shall indemnify, protect, defend and save harmless Company and its employees, agents, successors and assigns against all suits, actions, claims, demands and judgments of any nature and all costs, expenses and reasonable attorneys’ fees of whatever kind which arise directly or indirectly from the operation of Occupant’s communications facilities, including but not limited to all taxes, special charges by others, claims and demands for damages or loss for infringement of copyright, for libel and slander, for unauthorized use of television broadcast programs and for unauthorized use of other program material, and from and against all claims and demands for infringement of patents with respect to the manufacture, use and operation of Occupant’s communications facilities in combination with Company’s conduit system or otherwise.

5. Occupant shall be liable for, shall indemnify, protect, defend and save harmless Company and its employees, agents, successors and assigns from and against any and all suits, actions, claims, demands, judgments, damages, fees and charges of any nature resulting from Occupant’s failure to obtain and/or continue in effect all necessary permission to construct and maintain its facilities from any public authority and/or any property owner, whether or not such facilities were placed in Company’s conduit pursuant to authorizations issued by Company or with Company’s knowledge. Such suits, actions, claims, demands, judgments, damages, fees or other charges shall include, but not be limited to, the cost of relocating any of Company’s facilities resulting from a loss of right-of-way or consent of any property owner and/or the cost, including reasonable attorney’s fees and expenses, of defending those rights and/or consents.

0. INSURANCE AND GUARANTEE

1. Occupant shall carry insurance including contractual liability coverage issued by an insurance carrier satisfactory to Company to protect Occupant and Company from and against any and all claims, demands, suits, actions, including those based on Company’s negligence, judgments, costs and reasonable attorneys’ fees, expenses and liabilities of every kind and nature which may arise or result, directly or indirectly from or by reason of such loss, injury or damage as covered in N. preceding. Said insurance shall name both Occupant and Company as insureds.

2. The amounts of such insurance:

a. against liability due to damage to property shall be not less than $1,000,000 as to any one occurrence and not less than $1,000,000 aggregate, and

b. against liability due to injury to or death of persons shall be not less than $1,000,000 as to any one person and not less than $1,000,000 as to any one occurrence.

3. Occupant shall also carry such insurance or be a qualified self-insurer as will protect it from all claims under any Workmen’s Compensation Law in effect that may be applicable to it, and Occupant shall provide Company with evidence of such insurance or self—insurer status.

ISSUED MAY 29, 1985. EFFECTIVE JUNE 3, 1985

In compliance with the Order of the Pennsylvania Public Utility Commission of May 17, 1985 in R-842772. Pa. P.U.C.-No. 303 1st Revised Sheet 19 Canceling Original Sheet 19

0. INSURANCE AND GUARANTEE (Cont’d)

4. Occupant shall submit to Company certificates by each company insuring both Occupant and Company as named insureds to the effect that it has insured Occupant and Company for all liabilities of Occupant and Company covered by this Tariff and that it will not cancel or change any such policy of insurance issued to Occupant except after 60 days written notice to Company.

5. All insurance must be effective before Company will authorize Occupant to place its communications facilities in Company’s conduit system and shall remain in force until such communications facilities have been removed from such conduit system.

6. Company, in its sole discretion, may require an owner, officer or director of Occupant to guarantee to Company the payment of all fees and charges required under this Tariff, and the faithful performance of all obligations and duties of Occupant.

P. AUTHORIZATION NOT EXCLUSIVE

Nothing herein contained shall be construed as a grant of any exclusive authorization, right or privilege to Occupant. Company shall have the right to grant, renew and extend rights and privileges to others by contract, Tariff or otherwise, to use any conduit system covered by this Tariff.

Q. ASSIGNMENT OF RIGHTS

1. Occupant shall not assign or transfer any Authorization granted under this Tariff and no Authorization granted to Occupant shall inure to the benefit of Occupant’s successors, without the prior written consent of Company, which will not be unreasonably withheld.

2. In the event such consent or consents are granted by Company, then Authorizations granted to Occupant shall extend to and bind the successors and assigns of Occupant, and Occupant’s successors and assigns shall be liable for all sums due and owing with respect to, and for all damages arising in any manner from, the use of the conduit system described in assignee’s predecessor(s)’ Authorization(s).

R. FAILURE TO ENFORCE

Failure of Company to enforce or insist upon compliance with any of the terms or conditions of this Tariff or to give notice or declare this Tariff or any Authorization granted hereunder terminated shall not constitute a general waiver or relinquishment of any term or condition of this Tariff, but the same shall be and remain at all times in full force and effect.

S. TERMINATION OF AUTHORIZATIONS

1. Any Authorizations issued under this Tariff shall automatically terminate when Occupant ceases to have authority to construct and operate its communications facilities in the public or private right-of-way at the location of the particular conduit system covered by the Authorization.

2. Occupant may at any time surrender its Authorization and remove its communications facilities from Company’s conduit system after first giving Company written notice of such intention. Occupant shall not be liable for rates and charges under this Tariff other than those which accrue as set forth in C.i.a. (1) preceding through the date of actual removal of Occupant’s facilities or the date Company receives notification of such removal, whichever is later. Once Occupant’s communications facilities have been removed, they shall not again be placed in the same portion of the conduit system until Occupant has complied with all provisions of this Tariff as though no previous Authorization had been issued. Termination of Authorizations hereunder shall not effect a termination of Occupant’s obligations under this Tariff.

3. Subject to the provisions of Q. preceding, should Occupant cease to provide its communications services throughout the area(s) covered by its Authorization(s) or should such service be interrupted to substantially all of such area(s), due to force majeure, and not be resumed within 180 days after such interruption, then all of Occupant’s rights, privileges and Authorizations under this Tariff, including all Authorizations issued hereunder, shall terminate as of the date of such cessation of service or on the 180th day following such interruption of service. Force majeure shall mean Acts of God, floods, storms, explosions, fires, strikes, labor troubles, insurrection, riots~ or acts of the public enemy.

4. Except as provided in s.s. following, if Occupant shall fail to comply with any of the terms or conditions of this Tariff or default in any of its obligations hereunder and shall fail within 60 days after the date of written notice from Company to correct such default or noncompliance, Company may as its option, terminate all Authorizations granted hereunder, or the Authorizations covering the conduit system as to which such default or noncompliance shall have occurred.

S. TERMINATION OF AUTHORIZATIONS (Cont’d) 5. Company shall have the right to terminate any or all Authorizations granted to Occupant hereunder, if after giving the Occupant 30 days’ notice to correct, Occupant fails to correct any of the following occurrences:

a. Occupant’s communications facilities are used or maintained in violation of any law or in aid of any unlawful act or undertaking; or

b. Occupant fails to comply with E. preceding; or

c. Occupant extensively and flagrantly occupies Company’s conduit system without having first been issued an Authorization; or

d. Rates and charges owed by Occupant remain unpaid for 90 days after due date of said rates and charges.

6. If the insurance carrier shall at any time notify Company that the policy or policies of insurance, required under 0. preceding, will be cancelled or changed so that the requirements of 0. preceding will no longer be satisfied, then all Authorizations granted to Occupant shall terminate upon the effective date of such cancellation or change.

7. In the event of termination of any Authorization or any of Occupant’s rights, privileges or authorizations hereunder, Occupant shall remove its communications facilities from Company’s conduit system within 6 months from the date of termination; provided, however, that Occupant shall be liable for and pay all rates and charges pursuant to terms of this Tariff which accrue through the date on which Occupant’s communications facilities are actually removed from Company’s conduit system.

8. If Occupant does not remove its communications facilities from Company’s conduit system within the applicable time periods specified in this Tariff, Company shall have the right to remove them at the expense of Occupant and without any liability on the part of Company to Occupant therefor.

9. Termination of any Authorization issued hereunder shall not affect Occupant’s liabilities and obligations incurred thereunder prior to the effective date of such termination.

T. NOTICES All written notices required under this Tariff shall be given by posting the same in first class mail to Company as follows:

Assistant Manager - Pole & Conduit Administration Bell Atlantic - Pennsylvania (C) 900 Race Street – 6th Floor Philadelphia, PA 19107

Occupant shall provide to Company the name and address to which Company shall send notices to Occupant.