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LICENSE AGREEMENT

THIS LICENSE AGREEMENT, made as of the day of , 200__ by and between

ORANGE AND ROCKLAND UTILITIES, INC. (“Licensor”), with an address of One Blue Hill

Plaza, Pearl River, New York 10965, and _______________________________________________

(“Licensee”), with an address of __________________________________________.

WITNESSETH:

WHEREAS, Licensee desires to attach security cameras and cable for its private system on certain

utility poles, located in _______ County which are owned or jointly owned and/or used by Licensor

and others, (the “Poles”) which Poles will be designated in Exhibit A attached hereto, as such may be

amended from time-to-time.

WHEREAS, Licensor is willing to permit, to the extent it may lawfully do so, the attachment of

Licensee’s ______________, provided such attachment does not interfere with the operations of

Licensor, or any other user of the Poles;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions herein

contained, the parties hereto do hereby covenant and agree as follows:

1. No use, however granted, of the Poles or payment of any fees or charges required under

this Agreement shall create or vest in the Licensee any ownership or property right in the Poles,

and nothing contained herein shall be construed in any way as indicating that Licensor has

conveyed to Licensee any ownership or property right in the Poles.

2. Nothing contained herein shall be construed as affecting any rights previously conferred

by Licensor by agreement to others to make attachment to the Poles, and Licensor shall

continue to have all rights which it now possesses to grant such rights.

3. The Poles are and will continue to be used, operated, and maintained primarily for the

purposes of Licensor, and Licensee’s use will be secondary.

4. Licensee will use the equipment attached to the Poles solely for the purpose of its

__________________ system.

5. Licensee shall, at its own cost and expense, maintain its attachments to the Poles so as

to provide a minimum of 40 inches of clearance between Licensor’s and Licensee’s

attachments and a minimum of 6 inches of clearance between Licensee’s attachments

and the attachments of any other user of the Poles.

6. Licensee shall, at its own cost and expense, maintain its attachments to the Poles in a

safe condition and in good repair.

7. Licensee shall exercise special precautions to avoid damage to the facilities of Licensor

and any other user of the Poles, and hereby assumes responsibility for any and all loss resulting

from such damage caused by the acts, omissions or facilities of Licensee, its employees,

contractors, or agents. Licensee shall make an immediate report to Licensor’s Manager - Risk

Management, c/o Orange and Rockland Utilities, Inc., One Blue Hill Plaza, Pearl River, NY

10965, of any such damage and shall reimburse Licensor and any other user of the Poles for all

expenses incurred in repairing any such damage. The requirements of this paragraph are in

addition to and not in limitation of the requirements set forth in Paragraph 13 below.

8. Licensee shall not, at any time, make any changes in the location of the attachments on

the Poles without Licensor’s prior written consent, except in cases of emergency in which case

oral permission must first be obtained from Licensor’s Service Operations Supervisor (Radio

Dispatcher) at 845-352-6046, Spring Valley, NY. Such permission shall be confirmed in

writing within five days of the time oral permission is given.

9. All Licensee attachments permitted by Licensor shall be tagged by Licensee in a manner

specified by the Licensor such that Licensor can identify Licensee’s attachments at ground

level,.

10. At Licensee’s expense, Licensor shall perform periodic inspections of Licensee’s attachments

licensed by Licensor, provided, however that Licensee shall not be responsible for the costs of

more than one such inspection per year. The fees associated with the periodic inspection shall

be paid by Licensee, who will be billed at Licensor’s prevailing billing rates, as the same may

adjusted from time-to-time. A copy of Licensor’s current billing rates is attached hereto

as Exhibit B. Licensor will provide the results of said inspections in writing within 30 days

of each inspection, and Licensee may rely on the results of such inspections in connection

with documenting compliance with the terms of this Agreement. The discovery of any

unauthorized attachments will result in the immediate termination of this License

Agreement and will require removal of all attachments within 30 days of notification of

termination by Licensor.

11. Licensee shall pay Licensor a pole attachment fee each month per attachment for (i) sole-

owned electric Poles and (ii) joint-owned Poles on which the attachment is in Electric’s

custodial area. Where there are joint-owned poles and no custodial area, the pole attachment

fee will be the sole-owned pole fee proportioned by the pole ownership ratio. The annual

attachment fee shall be payable in advance and is due in January. The pole attachment fee shall

be reviewed and re-determined annually and shall be adjusted and effective as of January 1

the then current year.

12. Licensee shall indemnify, hold harmless and defend Licensor and its affiliates, and its and their

officers, employees, directors, trustees, representatives, and agents from and against any and all

claims, actions, liabilities, demands, damages, liens, losses, costs, expenses (including legal

fees), judgments, and settlements of any nature whatsoever arising out of or incidental to this

Agreement or work performed thereunder unless due to the gross negligence or intentional acts

of Licensor, its officers, employees, representatives or agents. In the event any suit, claim or

proceeding, whether groundless or not, within the intendment of this provision is brought

against Licensor, Licensee, upon notice from Licensor, shall defend the same at Licensee’s

own expense. This provision shall survive the termination of this Agreement.

13. Neither Licensor nor any other user of the Poles shall be liable to Licensee for any

interruption of Licensee’s private system or for any damage to Licensee’s wires or equipment

to perform as intended, arising in any manner. With respect to any such interruption or

damage, Licensee specifically waives any claim against Licensor or any other user of the Poles,

for consequential damages or loss of profits, irrespective of any fault, failure, negligence or

alleged negligence on the part of Licensor or any other user of the Poles.

14. (a) Before commencing its attachment to the Poles, Licensee shall procure and maintain,

at its own expense for the time period specified below, the following minimum

insurance in forms and with insurance companies acceptable to the Licensor:

(1) Workers’ Compensation Insurance for statutory obligations imposed by

Workers’ Compensation or Occupational Disease Laws, and Employer’s

Liability Insurance with a minimum limit of $500,000.

(2) General Liability Insurance including Personal Injury, Broad Form Property

Damage, Products/Completed Operations, Contractual Liability Insurance covering

all operations required to attach and maintain Licensee’s cable with minimum limits

of liability of $2,000,000 per occurrence.

(3) Automobile Liability Insurance, including coverage for all owned, non-owned

and hired automotive equipment used by Licensee so as to attach or maintain

Licensee’s cable with minimum limits of liability of $1,000,000 per occurrence.

(b) If any of the work required to attach or maintain Licensee’s cable is subcontracted,

Licensee shall require each subcontractor to carry all insurance required under this Section

and to submit standard Acord Certificates of Insurance to the Licensor prior to

subcontractor’s commencement of its work.

Liability, the Licensor shall be named as an additional insured.

(d) All of the insurance required hereunder shall be primary to any or all other insurance

coverage and shall not contribute with similar insurance in effect for the Licensor.

(e) All insurance required hereunder shall contain provisions wherein all rights of

subrogation or recovery of any kind against the Licensor, its agents, employees, officers,

successors and assigns are specifically waived by Licensee and the insuring entity.

(f) All insurance where the Licensor is an additional insured must contain provisions

which state that the policy will respond to claims or suits by the Licensor against

Licensee or any other insured thereunder.

(g) All insurance required hereunder shall provide insurance for occurrence during the

effective dates of this Agreement and for a period of two years thereafter. In the event that

any insurance as required herein is available only on a “claims-made” basis, such insurance

shall provide for a retroactive date not later than the effective date of the Agreement and

such insurance shall be maintained by Licensee, with a retroactive date not later than the

retroactive date required above, for a minimum period of five years after the termination of

the agreement.

(h) All insurance required herein shall be issued by an insurer licensed to do business in

the States of New York and New Jersey and shall have a Best’s Rating of not less than “A

minus” and a net surplus of not less than $25,000,000.

(i) Licensee’s insurance carrier shall notify the Licensor of any material change in, or

or cancellation of, the insurance required hereunder at least 30 days prior to the effective

date of any such change or cancellation.

(j) Prior to the attachment of any cable to the Poles, Licensee shall provide, for the

Licensor’s review and approval, a Certificate of Insurance verifying the existence of

insurance coverage in compliance with above requirements, from insurance companies

acceptable to Licensor. Unless otherwise specified, the Certificate of Insurance should be

mailed to:

Orange and Rockland Utilities, Inc.

Joint Use Facilities Department

390 West Route 59

Spring Valley, NY 10977

15. Unless previously terminated pursuant to its terms, this Agreement shall continue in

effect for a term of five years and shall remain in effect thereafter until terminated by Licensor

upon 90 days notice to Licensee, or until termination by Licensee effective upon Licensee’s

removal of its attachments from the Poles and Licensor’s inspection and approval thereof.

16. If Licensee: (i) fails to perform any of the covenants, conditions, terms or provisions

of this Agreement and, except where a specified time is provided for the performance of the

covenant or condition, when such default is not made good within 30 days after written notice,

or (ii) is adjudicated a bankrupt or makes a general assignment for the benefit of creditors or

takes the benefit of any insolvency act or if a permanent receiver or trustee is appointed for

Licensee’s property or if a temporary receiver is appointed for its property and such

appointment is not vacated within 90 days, then, and in any of such events, Licensor may, at its

option, on five days notice in writing, terminate this agreement and the terms hereof.

17. Termination of this Agreement under the provisions of Paragraph 15 or of Paragraph 16

above, shall not relieve Licensee from any liability or obligation hereunder.

18. If this Agreement is terminated under the provisions of Paragraph 15 or Paragraph 16

above, Licensee shall remove its attachments from the Poles within 30 days of the

effective date of such termination. If Licensee fails to remove its attachments within 30 days

of termination, Licensor may remove the attachments and charge Licensee with the cost of such

removal.

19. Licensee shall not assign, transfer, sublet, or otherwise encumber this Agreement without

Licensor’s express prior written consent and any such assignment without such consent shall be

void.

20. To the extent that any Makeready work (as defined therein) is required, it will be performed in

accordance with Attachment 1.

21. This Agreement constitutes the entire agreement between the parties and supersedes any

prior or contemporaneous offers, proposals, agreements or discussions between the aprties

relating to the subject matter hereof. The Agreement may not be modified or amended, nor

may any obligation of either party be changed or modified, except in writing signed by the

duly authorized officers or agents of the parties.

22. Licensee hereby waives any right to trial by jury in any litigation arising out of this

Agreement or out of its use of space on the Poles.

Except as otherwise agreed in writing by the parties, any written notification to be given to

Licensee under this Agreement shall be effective only if it is in writing and (1) delivered by

hand (against signed receipt); (ii) sent postage prepaid, certified or registered mail, return

receipt requested, (iii) sent by nationally recognized courier service providing for overnight

delivery, provided the sender shall obtain a written receipt; or (iv) sent by facsimile after

with a confirming hard copy by regular mail, addressed as follows:

Orange and Rockland Utilities, Inc.

390 West Route 59

Spring Valley, NY 10977

Attention: Joint Use Facilities

Fax: (845) 577-3074

24. Except as otherwise agreed in writing by the parties, any written notification to be given to

Licensee under this Agreement shall be effective only if it is in writing and (1) delivered by

hand (against signed receipt); (ii) sent postage prepaid, certified or registered mail, return

receipt requested, (iii) sent by nationally recognized courier service providing for overnight

delivery, provided the sender shall obtain a written receipt; or (iv) sent by facsimile after with a

confirming hard copy by regular mail, addressed as follows:

____________________

Phone: ______________

Fax: ________________

25.

This Agreement shall be governed by and interpreted according to the laws of the State of New

York without giving effect to the conflict or law principles thereof. The parties hereto consent

to the exclusive jurisdiction of the state or federal courts situated in the County of Rockland or

City of New York for purposes of any legal action arising out of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the

day and year first above written.

ORANGE AND ROCKLAND UTILITIES, INC.

By _________________________________

Title ________________________________

Date ________________________________

______________________________

By __________________________________

Title _________________________________

Date _________________________________

Permit # ___________

EXHIBIT A

REQUEST

Orange and Rockland Utilities, Inc.

390 West Route 59

Spring Valley, NY 10977

Attention: Joint Use Facilities

In accordance with the terms of the Agreement between us, dated as of __________, 2005, request is

hereby made for a Notice for the following Poles:

Also see attached drawing.

Cable or Equipment To Be Attached

Pole Numbers

See attached sheet(s)

________________________

By ____________________________________

Dated ____________________________________

NOTICE

Notice Number ______ is hereby provided for such of the above Poles as have not been stricken

from the above list. Attached is our invoice which also describes what Makeready work is

necessary.

Orange and Rockland Utilities, Inc.

By _____________________________________

Dated _____________________________________

CONFIRMATION

The undersigned confirms Notice Number ________. Attached are the payment and insurance

certificate, as required in our Agreement.

________________________

By _____________________________________

Dated _____________________________________

ENDORSEMENT

The Makeready Work required for the above attachments is complete. This endorsement authorizes

you to make the attachments described above. Attachment fees, as provided for in the Agreement,

begin to accrue 30 days from the date of this Endorsement.

Orange and Rockland Utilities, Inc.

By _____________________________________

Dated _____________________________________

_______________________________

EXHIBIT B

Fee Schedule (Effective January 1, 2004)

Pre- and Post Walk Inspection (1)

Straight Time Basis Overtime Basis (2)

Engineering $8.40 pre-walk $12.59 pre-walk

$6.30 post-walk $ 9.45 post-walk

$6.30 periodic inspection

(1) The inspection rates per pole attachment listed above are for combined utility field walks that

are required to ensure satisfactory pole attachments. The inspection rates per pole attachment

for post-walks are also applicable to the periodic Licensor inspections of Licensee’s

attachments.

(2) Work shall not be performed on an overtime basis except with the prior approval of

Licensee.

(3) Licensor (Orange and Rockland Utilities, Inc.) reserves the right to update the fee schedule

annually.

ATTACHMENT 1

ARTICLE I

MAKEREADY WORK DEFINITIONS

SECTION I

A. Request: The document appended to this agreement as EXHIBIT A, when it has been

submitted by Licensee to Licensor.

B. Notice: The Request when it has been returned by Licensor to Licensee.

C. Confirmation: The Notice when it has been submitted by Licensee to Licensor.

D. Endorsement: The Confirmation when it has been returned by Licensor to Licensee.

E. Active Endorsement: An Endorsement which has not been canceled for any reason.

F. Any Other User: Any person, who has a right, by agreement, as of the date of this

Agreement, to attach facilities to poles or, who may in the future by agreement, obtain such

right.

G. Makeready Work: Surveys by Licensor to determine the availability for the attachment

of Licensee’s equipment to Poles, the work required by Licensor to make such Poles physically

available for the attachment of Licensee’s equipment, including bonding and grounding

Licensee’s support strand and equipment to that of the Licensor, and Any Other User; the work

required by Licensor to prepare and deliver the invoices contemplated under this agreement;

and the work required by Licensor to inspect Licensee’s attachments.

ARTICLE II

GENERAL AGREEMENTS

SECTION 2

A. Licensee shall have no right to attach its equipment to any Poles owned and/or used by

Licensor until an Endorsement is issued specifically covering such Poles and further agrees not

to make any such attachments until it has received such Endorsement.

B. Licensee will use any equipment attached to Poles pursuant to Endorsement provided

hereunder solely to provide telecommunication services.

C. Licensee shall pay promptly the Charges described in Section 6(C) and any costs incurred by

Licensor or charged to Licensor in connection with or arising out of this agreement, as

hereinafter provided.

D. Nothing herein contained shall be construed to compel Licensor to extend, place or

maintain any of its facilities not needed for its own service requirements.

SECTION 3

The geographical area covered by this Agreement is Licensor’s service territory within the County of

_________________.

ARTICLE III

REQUEST, SURVEY AND NOTICE

SECTION 4

Whenever Licensee wishes Licensor to provide a Notice for any Poles covered hereby, it shall make

Request to Licensor therefor, in duplicate, in the form as attached as EXHIBIT A hereto. Licensee

shall specify in the Request the Pole numbers and locations for which it desires Notice and shall

specify the cables or other equipment it wished to attach to each Pole.

SECTION 5

Licensor, upon receipt of the Request, shall make appropriate surveys of such Poles in consultation

with representatives of Any Other User, and Licensee to determine, among other things, whether

such Poles are available for Licensee’s attachments; and, if available, the Makeready Work that will

be required. The fees associated with the surveys will be paid by the Licensee, who will be billed at

Licensor’s prevailing billing rates, as the same may be adjusted from time-to-time. A copy of

Licensor’s billing rates is attached to the Agreement as Exhibit B.

SECTION 6

A. Licensor shall give Notice to Licensee, in the form as attached as EXHIBIT A hereto, that

it:

(i) Does not object to attachment of Licensee’s equipment to the Poles described by

the Request as are not crossed out by Licensor subject to the conditions in this agreement;

and/or

(ii) Does object to attachment of Licensee’s equipment to such Poles described by the

Request as are crossed out by Licensor and the reason for the objection.

B. Licensor shall assign the next consecutive number in a series designed to provide a

written record of all Notices.

C. Licensor shall, at the time that it gives Notice, provide to Licensee an invoice for the Charges

associated with the Makeready Work.

D. Licensor shall make every reasonable effort to satisfy itself that it has determined the full

extent of the Makeready Work. Nothing in the Agreement however, shall prevent Licensor

from planning or making, at any time, whatever additional changes may be required to satisfy

its service requirements, to remove hazardous conditions, or to provide for attachments of the

equipment of Any Other User. Licensee agrees to reimburse Licensor for any costs of

additional changes occasioned solely by the presence of Licensee attachments, except for those

changes, which occur within two years after completion of the initial Makeready Work.

E. In the event that Licensee is required to obtain an easement or right-of-way for its Attachments

to the Poles, it shall obtain such easement or right-of-way at no cost to Licensor.

SECTION 7

A. Upon Licensee’s request, Licensor shall permit Licensee to review the work prints,

together with available supporting costing details, in order that Licensee may satisfy itself as to

the contemplated Makeready Work and associated costs and that the Makeready Work will be

performed in accordance with the current edition of the National Electric Safety Code, the

American National Standards Institute, and Licensor’s Construction Standards.

ARTICLE IV

CONFIRMATION, COMPLETION OF

MAKEREADY WORK AND ENDORSEMENT

SECTION 8

A. Licensee shall, within 30 days after Licensor gives Notice, confirm the Notice, in

duplicate, in the form attached as EXHIBIT A hereto.

B. The absence of Confirmation within 30 days shall automatically result in the cancellation

of the Notice. In this event, Licensee shall immediately pay to Licensor such portion of the

invoice that represents that part of the Makeready Work that has been completed.

C. At the time that Licensee confirms the Notice it shall:

(i) Pay to Licensor the full amount of Makeready charges; and

(ii) Provide or update as may be necessary the insurance policies described in

Paragraph 14 of the Agreement.

SECTION 9

A. Work required to be performed prior to, and because of, attachment of Licensee

equipment, including but not limited to the initial survey, re-arrangement of existing

equipment, guying and anchoring, pole replacements, and construction inspections, shall

be referred to as “Makeready.” Similar work required after initial attachment to a pole solely because of

the existence of Licensee attachments shall be referred to as “additional Makeready.”

SECTION 10

A. Licensor will endeavor to cooperate with Any Other User in performing the Makeready

Work, but does not undertake and expressly disclaims any right or obligation to require Any

Other User to perform or cooperate in the performance of such Makeready Work.

SECTION 11

A. Licensor, shall upon completion of the Makeready Work, endorse, date, and return copy

of the Endorsement form as provided in EXHIBIT A hereto.

B. The Endorsement shall be Licensee’s authority to make attachments to the Poles designated in

the endorsed Notice.

C. Attachment fees described in Paragraph 11 shall begin to accrue 30 days following the date of

Endorsement for sole owned electric and joint owned poles in the Licensor’s custodial areas.

SECTION 12

Licensee shall in accordance with the provisions of Licensor’s then current tariff, make application

apart from this Agreement to Licensor for the purchase of electric energy for any appliance that may

now or in the future require the use of electric energy.

ARTICLE V

ATTACHMENTS AND MAINTENANCE OF ATTACHMENTS

SECTION 13

A. Licensee, at its own cost and expense, shall construct, maintain, and replace all of its

attachments on the Poles in accordance with the requirements and specifications of the

National Electrical Safety Code, latest edition, and any amendments or revisions of

said specifications or code, and in compliance with any rules or orders now in effect or that

hereafter may be issued by the New York Public Service Commission, or other authority

having jurisdiction over the Poles.

SECTION 14

Licensee shall, at its own cost and expense, maintain all of its attachments on the Poles in safe

condition and in good repair. All tree trimming required on account of Licensee’s attachments shall

be done by it at its sole expense and in a manner satisfactory to Licensor and Any Other User.

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