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                         Before the
              FEDERAL COMMUNICATIONS COMMISSION
                   Washington, D.C.  20554


Knology, Inc.,                    )
                                 )
     Complainant,                 )
                                 )
               v.                 )    File No. PA 01-006
                                 )
Georgia Power Company,            )
                                 )
      Respondent.                 )


                MEMORANDUM OPINION AND ORDER

   Adopted:  November 14, 2003          Released:  November 
20, 2003

By the Commission:

                     I.     INTRODUCTION

1.        In this Order, we grant in part and deny in part a 
   pole attachment complaint that Knology, Inc. 
   (``Knology'') filed against Georgia Power Company 
   (``Georgia Power'') pursuant to section 224 of the 
   Communications Act of 1934, as amended (``Act'').1  In 
   particular, we grant Knology's claims that Georgia Power 
   imposed unjust and unreasonable terms and conditions of 
   attachment by (1) charging Knology the entire cost of 
   inspecting Knology's attachments one year or more after 
   the attachments were installed; (2) failing to allocate 
   among all attachers certain common costs; (3) assessing 
   against Knology certain excessive charges; and (4) 
   failing to provide Knology sufficiently detailed billing 
   information.  We deny the remainder of Knology's claims.  
   We further order Georgia Power, as more particularly set 
   forth herein, to refund to Knology certain amounts paid 
   since June 8, 2001.2  We also direct Georgia Power to 
   recalculate certain overhead expenses and encourage the 
   parties to reach agreement on these expenses after the 
   recalculation.                     II.     BACKGROUND
     A.   The Parties and the Pole Attachment Agreement
2.        Knology is a franchised cable television operator 
   and certified local exchange carrier providing cable, 
   interstate and intrastate telecommunications, and 
   Internet access service in Georgia.3  In particular, 
   Knology serves the cities of Augusta, Columbus, Evans, 
   Forest Hills, Grovetown, Martinez, and Midland, Georgia.4
3.        Georgia Power is an electric utility that 
   generates and distributes electricity to over 1.8 million 
   customers throughout Georgia.5  As such, Georgia Power 
   owns and controls facilities used to distribute 
   electricity, including poles that are subject to the 
   mandatory access provisions of section 224.6  The State 
   of Georgia has not certified to the Commission that it 
   regulates the rates, terms, or conditions of pole 
   attachments.7
4.        In February 1998, Knology and Georgia Power 
   entered into a Georgia Power Company Standard Pole 
   Attachment Agreement (``Agreement'').8  The Agreement 
   allows Knology to attach its facilities to Georgia 
   Power's poles in exchange for the payment of an annual 
   rental fee.9  With respect to modifications to Georgia 
   Power poles or other make-ready work necessitated by 
   Knology's attachments, paragraph 7.2 of the Agreement 
   requires Knology to reimburse Georgia Power for all 
   associated costs.10  Similarly, paragraph 3.3 of the 
   Agreement states that Knology ``shall be responsible for 
   its individual costs plus its proportionate share of all 
   joint costs associated with work performed in accordance 
   with Section 3.2 [Alterations of Poles and Equipment].  
   [Knology] shall reimburse Georgia Power for any 
   reasonable costs incurred in performing such work based 
   upon Georgia Power's standard charges for such 
   services.''11  The Agreement also requires Knology to 
   reimburse Georgia Power for its fees and disbursements 
   relating to ``administrative services not otherwise 
   required to be performed under this agreement.''12
     B.   Knology's Attachments to Georgia Power's Poles
5.        In 1998, Knology began constructing an independent 
   network to provide video, telecommunications, and 
   Internet services in Augusta, Georgia.13  Part of this 
   network construction involved the attachment of Knology's 
   cables and equipment to Georgia Power's poles.14  
   According to Knology, Georgia Power prohibits Knology 
   from performing its own construction on Georgia Power's 
   poles.15  Rather, Knology must use two Georgia Power 
   contractors, Utility Consultants Inc. (``UCI'') and 
   Utilities Support Systems (``USS'').16  UCI conducts pole 
   inspections and performs construction prior to the 
   installation of Knology's attachments, while USS inspects 
   poles after installation.17  In addition, after USS 
   performs its post-construction inspection, UCI makes 
   further engineering recommendations for additional 
   construction.18  
6.        Through November 2001, Georgia Power and its 
   contractors billed Knology in excess of $6 million.19  
   Knology paid these invoices until approximately May 2001, 
   when the total charges associated with the project 
   appeared to Knology to be excessively high.20  
   Thereafter, Knology paid only a portion of the assessed 
   charges.21
7.        On June 8, 2001, Knology's Director of Make Ready, 
   Wayne Singleton, wrote to Georgia Power indicating that 
   he ``recently started a cost and production evaluation of 
   [Knology's] Augusta project'' and requesting that Georgia 
   Power provide information (such as field measurements and 
   notes, construction recommendations, and billing records) 
   that would assist in his review of make-ready charges 
   Georgia Power had levied.22  Although Georgia Power 
   provided Knology some information, Knology considers 
   Georgia Power's responses to be inadequate.23  
   Nevertheless, Mr. Singleton conducted an ``audit'' of 
   Georgia Power's make-ready charges and practices 
   (``Singleton Audit''), the results of which form the 
   basis of Knology's Complaint.24
     C.   The Proceeding Before the Commission
8.        Knology filed a Complaint with the Commission on 
   November 21, 2001.  Based upon the Singleton Audit, the 
   Complaint alleges that Georgia Power:  (1) double billed 
   Knology for certain engineering and construction charges 
   in the amount of approximately $132,000; (2) overbilled 
   Knology in the amount of approximately $318,184 for 
   performing comprehensive pole surveys under the guise of 
   post-inspection of Knology's attachments; (3) performed 
   work on the pole network that is not specific to or 
   otherwise caused by Knology's attachments and charged 
   Knology in excess of $1.4 million for this work rather 
   than apportioning the charges among the various attachers 
   to the poles; (4) imposed unreasonable and excessive 
   overhead charges notwithstanding the concomitant 
   application of general surcharges amounting to $600,000; 
   and (5) refused to itemize, describe, or otherwise 
   provide clarifying information that would assist Knology 
   in identifying the basis for Georgia Power's make-ready 
   charges.25  The Complaint seeks a declaration that 
   Georgia Power's make-ready practices are unlawful, a 
   refund of amounts Georgia Power improperly billed Knology 
   (including amounts Knology paid prior to the filing of 
   the Complaint), and an order requiring Georgia Power to 
   modify its practices in the future.26
9.        Georgia Power filed a Response to Knology's 
   Complaint on December 21, 2001.  The Response denies each 
   count of the Complaint, asserting that (1) Knology and 
   other attachers were responsible for repeated engineering 
   recommendations and duplicative construction;27 (2) the 
   pre-construction and post-construction inspections were 
   part of the make-ready process, and Knology was the sole 
   beneficiary of the inspections;28 (3) all costs charged 
   to Knology were reasonable and consistent with Georgia 
   Power's right to recover the fully allocated cost of 
   providing pole attachments;29 and (4) Georgia Power 
   provided all documentation in a timely manner.30  In 
   addition, the Response contends that the Complaint should 
   be dismissed, because the Commission lacks jurisdiction, 
   the case is not ripe for review, and the Complaint is 
   procedurally defective.31  Finally, the Response asserts 
   that, under the Commission's rules and the Agreement, any 
   refund obligation by Georgia Power would be limited to 
   payments Knology made after the filing of the 
   Complaint.32
10.       Knology submitted a Reply on January 10, 2002, 
   which takes issue with the jurisdictional, ripeness, and 
   procedural objections raised in the Response33 and argues 
   that Georgia Power's defenses to Knology's substantive 
   claims are without merit.34  In addition, the Reply 
   reiterates that, in order to avoid an unjust result, the 
   Commission should order refunds of Knology's pre-
   complaint payments for unreasonable make-ready 
   practices.35
11.       On June 6, 2002, with the assistance of Commission 
   staff, the parties attempted unsuccessfully to resolve 
   their dispute through mediation.  As a byproduct of their 
   negotiations, however, the parties each moved to 
   supplement the record in this proceeding with extensive 
   information relating to the various charges at issue in 
   the Complaint.36  Georgia Power opposed Knology's Motion 
   for Leave.37  Despite concerns that one or both parties 
   were less than diligent in ensuring the completeness of 
   their initial pleadings, and in the interest of obtaining 
   a complete record on which to decide the case, Commission 
   staff granted the parties' motions38 and permitted each 
   side an opportunity to respond to the other side's 
   supplement.39
12.       Finally, on September 25, 2002, Commission staff 
   issued a letter to the parties requesting additional 
   specific information relating to the claims raised in 
   this proceeding.40  Among other things, Commission staff 
   asked questions pertaining to pole inspections, pole 
   change-outs, engineering recommendations, and overhead 
   charges.  Each party filed a voluminous response41 and a 
   reply.42  After the parties' final submissions in this 
   case, neither party sought leave to add additional 
   information that it believed would aid our resolution of 
   the dispute.
                     III.     DISCUSSION

     A.   We Reject Georgia Power's Procedural Objections to 
          Resolution of the Complaint.

13.  Georgia Power raises several procedural objections 
   pertaining to the Commission's authority to resolve 
   Knology's Complaint.  Specifically, the Response argues 
   that the Commission should dismiss the Complaint, because 
   (1) the Commission lacks jurisdiction to resolve the 
   dispute; (2) the dispute is unripe; and (3) the Complaint 
   does not comply with the Commission's complaint rules.43  
   Many months later, Georgia Power raised a fourth 
   procedural objection, namely that the case should be 
   stayed because of a bankruptcy filing made by Knology's 
   subsidiary corporation, Knology Broadband, Inc.  For the 
   reasons set forth below, we reject all of Georgia Power's 
   procedural arguments.    
          1.   The Commission Has Jurisdiction to Resolve 
the Complaint.

14.       Georgia Power argues that, rather than challenging 
   the reasonableness of a rate, term, or condition of 
   access, the Complaint avers simply that Georgia Power 
   violated the Agreement.44  Consequently, according to 
   Georgia Power, Knology's exclusive remedy is to seek a 
   refund of overcharges in a state court contract action.45  
   In other words, Georgia Power maintains that the 
   Commission lacks jurisdiction to resolve this dispute.  
   We disagree.  Georgia Power misconstrues the nature of 
   Knology's Complaint.  Knology does not claim merely that 
   Georgia Power has failed to comply with the terms of the 
   Agreement.  Rather, Knology challenges the reasonableness 
   of Georgia Power's conduct (e.g., double billing, failing 
   properly to allocate costs, overcharging for a pole 
   survey, charging unreasonable overhead expenses), 
   irrespective of whether that conduct is purportedly 
   authorized by the Agreement.46  Thus, Knology's Complaint 
   plainly concerns the reasonableness of rates, terms and 
   conditions of attachment, which the Commission has 
   jurisdiction to decide, regardless of the existence of an 
   agreement between the parties.47    Accordingly, we 
   reject Georgia Power's jurisdictional challenge.48
          2.   The Case Is Ripe for Resolution.
15.       Georgia Power claims that the Commission should 
   decline to entertain this case on two ripeness grounds.  
   First, according to Georgia Power, Knology never engaged 
   in good faith negotiations prior to filing the Complaint, 
   because Knology did not present Georgia Power with the 
   results of the Singleton Audit.49  We believe Knology 
   satisfied its obligations under the Commission's rules.
16.       The pole attachment complaint rules apply ``when 
   parties are unable to arrive at a negotiated agreement . 
   . . .''50  Thus, section 1.1404(k) of the rules requires 
   the complaint to include:
          a brief summary of all steps taken to 
          resolve the problem prior to filing.  If 
          no such steps were taken, the complaint 
          shall state the reason(s) why it 
          believed such steps were fruitless.51

In compliance with section 1.1404(k), the Complaint 
delineates Knology's efforts to negotiate with Georgia Power 
about the challenged make-ready practices.52  These include 
correspondence seeking additional information regarding 
make-ready work, as well as a meeting with Knology that 
Georgia Power does not deny transpired.53  The Complaint's 
description of Knology's pre-filing settlement efforts is 
sufficiently detailed to assure us that continued 
negotiations would have been fruitless.  Moreover, contrary 
to Georgia Power's assertion,54 the rules contain no 
requirement that a complainant present the results of 
statistical studies to the other side before filing a 
complaint.  In any event, the Complaint indicates that the 
Singleton Audit was incomplete because Georgia Power refused 
to provide additional information Knology requested.55  This 
alleged refusal is one of the very factors Knology relies 
upon in concluding that additional negotiations would have 
availed nothing.56
17.       Second, Georgia Power argues that Knology's 
   allegations are premature, because the parties have not 
   yet undergone the ``true-up'' process to which they 
   purportedly agreed.57  Specifically, Georgia Power claims 
   that it was to bill Knology on a monthly basis for 
   estimated costs, and, at the conclusion of the make-ready 
   project, Georgia Power was to reconcile estimated costs 
   with actual costs.58  Georgia Power then purportedly was 
   to conduct a financial reckoning:  estimated costs 
   exceeding actual costs would obligate Georgia Power to 
   pay Knology a refund; actual costs exceeding estimated 
   costs would entitle Georgia Power to bill Knology the 
   difference.59
18.       Georgia Power has failed to substantiate the 
   existence of the purported true-up agreement.  Although 
   Georgia Power submits two declarations ostensibly 
   supporting its position, both declarants state simply 
   that there was a meeting on March 27, 1998, and that, at 
   the meeting, Knology agreed to be billed according to an 
   estimate/true-up system.60  Neither declarant states that 
   he attended the meeting, however, or even that the 
   statements made in his declaration are based upon 
   personal knowledge.  Furthermore, Georgia Power proffers 
   no documentary evidence of the alleged true-up agreement.  
   We find the absence of a written documentation to be 
   especially probative given that Georgia Power 
   memorialized in writing a different oral agreement it 
   reached with Knology at the very same meeting.61
          3.   The Complaint Complies with the Commission's 
Rules.

19.       Georgia Power contends that the Commission should 
   dismiss the Complaint, because it does not comply with 
   Commission rule 1.1404(l).62  That rule requires factual 
   allegations in a complaint to be ``supported by affidavit 
   of a person or persons with actual knowledge of the 
   facts, and exhibits . . . [to be] verified by the person 
   who prepares them.''63
20.       We find no such deficiency.  With respect to 
   exhibits, the ``preparer'' of a document is not 
   synonymous with the ``drafter'' of a document.  In his 
   declaration, Chad S. Wachter, Vice President and General 
   Counsel of Knology, states that he reviewed the 
   Complaint's exhibits and is ``familiar with and [has] 
   actual knowledge of the matters described therein.''64  
   This is a sufficient attestation that Mr. Wachter was 
   involved in the exhibits' preparation.  Moreover, to the 
   extent Georgia Power validly objected to the Complaint's 
   discussion of the Singleton Audit without proper 
   verification from Patrick Casey, the individual who 
   conducted the inspections relating to pole change-outs, 
   Knology remedied that problem by submitting a 
   supplemental affidavit from Mr. Casey.65
21.       Georgia Power also claims that the Complaint fails 
   to comply with Commission rule 1.363, which governs the 
   ``Introduction of Statistical Data.''66  We decline to 
   hold Knology to the standard of that rule in this case.  
   Mr. Singleton, who conducted Knology's ``independent 
   audit,'' states that he had ``very limited information at 
   hand,'' because of Georgia Power's unwillingness to 
   produce field notes.67  According to Mr. Singleton, 
   Georgia Power's refusal to provide the requested 
   information prevented him from undertaking as 
   comprehensive an audit as he would have desired.68  We 
   decline Georgia Power's request that we reject the 
   Complaint because the accompanying audit is purportedly 
   unreliably deficient when Georgia Power is itself largely 
   responsible for any such deficiencies.
          4.   Georgia Power's Bankruptcy-Related Arguments 
               Fail.

22.  Georgia Power argues that we should stay this 
   proceeding in light of a bankruptcy filing by Knology's 
   subsidiary during the pendency of this proceeding.69  
   Georgia Power contends that, under the plan of 
   reorganization filed by Knology's subsidiary, issues 
   related to the parties' Agreement are to be resolved by 
   the bankruptcy court or Georgia state court.70  Shortly 
   after Georgia Power raised this argument, however, the 
   bankruptcy court issued an order making clear that the 
   plan of reorganization did not prohibit Knology from 
   pursuing its claims in this proceeding.71  Accordingly, 
   we deny Georgia Power's request that we stay this 
   proceeding.  
23.  In the same pleading in which it poses its bankruptcy 
   arguments, Georgia Power raises an additional, new 
   contention.  Georgia Power argues that Knology is not the 
   proper complainant because the disputed Agreement was 
   entered into between Knology's subsidiary and Georgia 
   Power.72  Georgia Power, however, did not raise this 
   argument in its Response to the Complaint and fails to 
   explain why it did not include this argument in its 
   Response.  In fact, Georgia Power waited until its final 
   authorized submission in this proceeding - a submission 
   to which Knology had no automatic right to respond - to 
   raise this argument.  Accordingly, the argument is 
   untimely, and we reject it.73
     B.   Knology's Challenges to Georgia Power's Charges 
          and Practices are Granted in Part and Denied in 
          Part.

24.  Having concluded that there are no procedural 
   impediments to resolution of Knology's claims that 
   Georgia's Power conduct has been unreasonable, we move 
   now to the specific claims Knology raises.          1.   We Grant in Part and Deny in Part Knology's 
          Double Billing Claim.

25.       Knology claims that Georgia Power billed for the 
   correction of errors caused by its own engineering 
   contractors during the performance of make-ready work.74  
   As indicated above, according to Knology, Georgia Power 
   prohibits Knology from performing its own construction on 
   Georgia Power's poles, but instead requires the use of 
   two Georgia Power contractors, UCI and USS, which perform 
   first (i.e., before make-ready work) and second (i.e., 
   after make-ready work) pole inspections, respectively.75  
   Knology avers that, because USS does not receive UCI's 
   notes, USS has no way of knowing what recommendations UCI 
   made and, therefore, cannot tell whether attachments need 
   to be modified as a result of UCI's recommendations or as 
   a result of another attacher failing to comply with UCI's 
   recommendations.76  Knology contends that, as a result of 
   this system, second-round engineering recommendations 
   often end up reversing or modifying incorrect first-round 
   engineering recommendations.77  Moreover, Knology alleges 
   that Georgia Power billed Knology twice for construction 
   that was performed only once, as evidenced by the fact 
   that second-round ``NJUNS'' tickets frequently contain 
   instructions that are identical to first-round ``NJUNS'' 
   tickets.78
26.       We grant this claim to the extent that Knology 
   paid for duplicative or unnecessary engineering work 
   after June 8, 2001.79  Utilities are entitled to recover 
   their costs from attachers for reasonable make-ready work 
   necessitated by requests for attachment.  Utilities are 
   not entitled to collect money from attachers for 
   unnecessary, duplicative, or defective make-ready work.  
   Knology identifies 53 examples of engineering errors or 
   duplicate charges that it was allegedly unreasonably 
   forced to pay.80  Georgia Power responds that at least 29 
   of those 53 examples were the fault of Knology.81  Thus, 
   Georgia Power appears to concede that at least some of 
   Knology's engineering error and double billing examples 
   have merit.  We cannot determine from the record, 
   however, whether Knology paid Georgia Power any amounts 
   after June 8, 2001 for any of the purported incidents of 
   engineering error or double-billing.  Thus, we order 
   Georgia Power to refund to Knology amounts Knology paid 
   after June 8, 2001 for unnecessary or duplicative 
   engineering work or engineering errors which Knology did 
   not cause and order Georgia Power to cease and desist 
   from further unreasonable engineering and billing 
   practices.  
27.       Further, we deny this claim to the extent that it 
   seeks recovery of amounts paid prior to June 8, 2001, 
   because we do not believe that Knology adequately 
   preserved its right to refunds for these charges prior to 
   that point in time.82   Knology claims that it should 
   receive refunds for amounts paid prior to June 8 because 
   it could not have detected UCI's errors (1) prior to 
   ``post-inspection'' (when first- and second-round 
   engineering recommendations could be compared) and, even 
   then, (2) without the benefit of Georgia Power's field 
   notes to evaluate the requests.83  As discussed in more 
   detail at Section III(B)(5), however, the record does not 
   support Knology's assertions.84
                    2.   Georgia Power Unreasonably Charged 
               Knology the Entire Cost of Inspecting 
               Knology's Attachments One Year or More After 
               the Attachments Were Installed.

28.       Knology maintains that Georgia Power (through its 
   subcontractor, USS) improperly billed Knology for the 
   full cost of a routine ``pole survey'' (i.e. post-
   attachment inspection).85  The post-attachment inspection 
   purportedly occurred on a rolling (i.e., pole-by-pole) 
   basis one to two years after Knology's attachments were 
   installed, which Knology alleges constitutes an 
   unreasonable delay.  Specifically, Knology claims that 
   the passage of over a year before the performance of a 
   post-attachment inspection ``allow[ed] too much time and 
   activity on a pole to occur to offer a meaningful 
   evaluation of whether additional work related to 
   Knology's attachments is warranted.''86  Knology does not 
   challenge the reasonableness of the cost of the 
   inspection.  Rather, it contends that Georgia Power 
   improperly has deemed the inspection to be related to 
   Knology's attachments (for which Georgia Power has billed 
   Knology) instead of a routine inspection (for which 
   Georgia Power charges all attachers through the carrying 
   cost component of the annual pole attachment fee).87  
   According to Knology, under the Agreement and the 
   Commission's orders, all attachers (not just Knology) 
   should bear the cost of an inspection that yields 
   information about more than one cable company's 
   attachments.88
29.       The ``cost of an inspection of pole attachments 
   should be borne solely by the cable company, if and only 
   if, cable attachments are the sole ones inspected and 
   there is nothing in the inspection to benefit the utility 
   or other attachers to the pole.''89  If an inspection is 
   ``designed to yield information about more than cable 
   attachments, and thus to benefit other pole users,'' the 
   cable company should not be required to bear the cost 
   exclusively.90  In other words, the costs of a pole 
   inspection unrelated to a particular company's 
   attachments should be borne by all attachers.  
30.       As an initial matter, Georgia Power contends that 
   Knology is challenging only the fact that Georgia Power 
   billed for the inspection long after it was conducted, 
   and is not alleging that the inspection actually was 
   conducted in an untimely manner.91  This is an unfair 
   reading of Knology's claim.92  In any event, Georgia 
   Power offers no evidence that the inspection in fact took 
   place more quickly than Knology contends.  To the 
   contrary, Georgia Power's witness with regard to this 
   issue, Marcus Mills, admits that ``some [of the post-
   attachment inspection] occurred one to two years after 
   the date make-ready work was completed on the poles.''93  
   Further, Georgia Power attempts to support its argument 
   that the pole inspections were conducted in a timely 
   manner by asserting that its inspectors inspected one 
   pole every ten minutes.94  This assertion, however, is 
   not supported by Mr. Mills' declaration.  Mr. Mills 
   merely states that each inspection of a pole is ``usually 
   very quick,'' and that it is ``possible to inspect a pole 
   every ten minutes.''95  He does not state that the 
   inspection in fact took place at that pace.  Indeed, 
   Knology produces evidence indicating that the inspection 
   actually took much longer than ten minutes per pole.96  
   Regardless, Georgia Power's response does not address the 
   issue of how quickly the inspection occurred following 
   the completion of construction, but just addresses the 
   speed of inspecting each pole.  
31.       After challenging Knology's allegations regarding 
   untimely inspection, Georgia Power quickly turns its 
   attention to placing blame for the delays.  First, 
   Georgia Power claims that the inspection took a longer 
   than normal time because the parties agreed to engage one 
   to two, rather than eight to ten, inspectors.97  Georgia 
   Power proffers no written evidence of such an agreement, 
   and the one declarant who testifies in general terms 
   about the purported agreement does not make his 
   assertions based on personal knowledge.98  Moreover, 
   Knology denies that such an agreement exists.99  In light 
   of this record, we cannot credit Georgia Power's 
   assertion regarding the number of inspectors.100
32.       Next, Georgia Power claims that Knology was 
   responsible for ``some of the inspection delays,'' 
   because it failed to provide necessary node maps.101  
   Even assuming this is correct, and Knology takes the 
   contrary position,102 Georgia Power fails to explain the 
   remainder of the delays that were not attributable to 
   Knology.103
33.       Finally, Georgia Power admits that at least some 
   of the post-attachment inspection work benefited entities 
   other than Knology.  Mr. Jackson notes that, during the 
   post-attachment inspections, the contractor ``identified 
   third-party safety violations'' and Georgia Power then 
   ``notified the third party and required that third-party 
   to correct the violation at its own cost.''104  Such an 
   exercise plainly benefited the attachers who brought 
   their attachments into compliance with applicable safety 
   guidelines and benefited the pole owner as well by 
   eliminating safety violations on the inspected poles.     
34.       In light of the foregoing, we conclude that the 
   post-attachment inspection of Knology's attachments 
   occurred (at least in part) more than one year after 
   Knology installed its cables and equipment on Georgia 
   Power's poles.105  We further conclude, based on the 
   record in this case, that Georgia Power's post-attachment 
   inspection was not related solely to Knology's 
   attachments but, instead, constituted a routine 
   inspection.  Specifically, we do not believe that Georgia 
   Power adequately demonstrated that, notwithstanding the 
   fact that it took Georgia Power more than a year to 
   conduct the post-attachment inspection, the inspection 
   nevertheless related solely to Knology's attachments.106     
   Indeed, Georgia Power actually concedes, as described 
   above, that the post-attachment inspection did not, in 
   fact, solely concern Knology's attachments but also 
   involved identification and correction of other 
   attachers' safety violations.107  
35.       Consequently, we find that charging Knology the 
   cost of a post-attachment inspection occurring one year 
   or more after installation of Knology's equipment is an 
   unreasonable term and condition of attachment.  We 
   further conclude that Knology should not be required to 
   pay, after June 8, 2001, for post-attachment inspections 
   that took place more than one year after the attachments 
   were completed.108  The parties have not advised us which 
   of the charges that Knology paid after June 8, 2001 
   related to post attachment inspections occurring less 
   than one year after attachment.  Therefore, we direct the 
   parties to resolve this issue in accordance with the 
   guidance provided in this order.   
                    3.   Georgia Power Improperly Failed to 
               Allocate Among All Attachers Certain Common 
               Costs.

36.       Knology claims that Georgia Power failed to 
   allocate among all attachers various individual and 
   common costs.  In particular, Knology contends that 
   Georgia Power improperly billed Knology to correct safety 
   violations caused by other attachers that existed prior 
   to the commencement of Knology's make-ready work, 
   including the replacement of poles,109 and charged 
   Knology the entire cost of a ``from scratch'' pole survey 
   conducted prior to the commencement of Knology's make-
   ready work.110 
37.       With respect to safety violations caused by other 
   attachers, Georgia Power makes a three-part argument.  
   First, Georgia Power maintains that Knology agreed to pay 
   for pole change-outs regardless of the reason 
   necessitating the change (i.e., a problem caused by 
   Knology or a problem caused by another attacher).111  
   Georgia Power cites no evidence of such an agreement by 
   Knology.  Consequently, we cannot find that an agreement 
   exists.  Absent such an agreement, attained via arms-
   length negotiations, it is an unjust and unreasonable 
   term and condition of attachment, in violation of section 
   224 of the Act, for a utility pole owner to hold an 
   attacher responsible for costs arising from the 
   correction of other attachers' safety violations.112
38.       Second, Georgia Power contends that Knology 
   improperly seeks to avoid the cost of pole replacements 
   that are necessary to correct safety violations caused 
   solely by the fact that an additional attachment renders 
   the pole non-compliant.113  Georgia Power misstates 
   Knology's position:  Knology objects only to pole change-
   outs that need to be performed whether or not Knology 
   attaches to the pole.114  Consequently, Georgia Power's 
   argument fails.115
39.       Third, Georgia Power contends that Knology should 
   be required to bear the cost of remedying safety 
   violations on poles that are ``grandfathered'' by the 
   National Electrical Safety Code (``NESC'').116  
   Specifically, NESC Section 013.B.2. provides that 
   ``[e]xisting installations, including maintenance 
   replacements, that currently comply with prior editions 
   of the Code, need not be modified to comply with these 
   rules except as may be required for safety reasons by the 
   administrative authority.''117  Georgia Power contends 
   that, in ``common industry practice,'' corrections to 
   grandfathered poles are considered to be ``required by or 
   necessitated by the new attacher - i.e., Knology.''118  
   Any cost allocation other than the ``simple'' approach of 
   requiring Knology to pay for pole corrections, Georgia 
   Power argues, would require it and other utilities to 
   conduct an historical inquiry to determine when each 
   prior attachment was affixed and whether, at that time, 
   the attachment complied with the NESC.119  We find this 
   argument to be unavailing. Georgia Power's contentions 
   are based purely on speculation - i.e., that there is 
   some, presumably a large, percentage of its poles where 
   attachments are out of compliance but are nevertheless 
   protected by the NESC grandfathering provision.  The 
   record is devoid of evidence demonstrating the existence 
   of such a problem.120
40.       Having rejected Georgia Power's defenses regarding 
   pole change-outs, we order Georgia Power to refund 
   Knology the costs of any change-outs necessitated by the 
   safety violations of other attachers for which Knology 
   paid after June 8, 2001.121  In its Complaint, Knology 
   calculates that it paid all costs required to replace 
   over 962 Georgia Power poles, at a cost of $2,146 per 
   pole, purportedly to make room for Knology's 
   attachments.122  Of this number, the Singleton Audit 
   estimates that approximately 30 percent were replaced in 
   order to correct existing safety violations.123  Georgia 
   Power takes issue with the manner by which Knology 
   calculates the percentage of pole change-outs 
   attributable to other attachers, complaining that Mr. 
   Singleton (1) improperly attested to a visual inspection 
   conducted by someone else; and (2) failed to explain what 
   poles were examined, how those poles were selected, and 
   how a visual inspection could have been conducted before 
   the poles were replaced.124  In our view, Knology 
   adequately has addressed Georgia Power's concerns 
   regarding the accuracy of its estimate.  First, attached 
   to Knology's Reply is the Affidavit of Patrick Casey. 
   According to the Casey Affidavit, Mr. Casey and his 
   employees ``visually inspected each pole for which 
   Georgia Power issues a change-out order.''125  Moreover, 
   Mr. Casey's affidavit explains that these pole 
   inspections were conducted prior to the actual change-out 
   (i.e., during the two-week period Georgia Power gave 
   Knology to review and concur with change-out orders).126  
   Although we can dismiss a complaint that ``does not 
   contain substantially all the information required under 
   § 1.1404'' (including the requirement that factual 
   allegations be supported by affidavit of a person with 
   actual knowledge of the facts), we alternatively may 
   require the complainant to file additional 
   information.127  Mr. Casey's affidavit is tantamount to 
   supplemental information.
41.       Although Georgia Power attempts (unsuccessfully) 
   to discredit the Singleton Affidavit, it fails utterly to 
   provide its own, competing estimate of the percentage of 
   pole change-outs performed due to a third party's safety 
   violations.  As a result, we accept Knology's 30-percent 
   figure.  Between June 8, 2001 and the filing of the 
   Complaint, Knology states that it paid invoices relating 
   to the replacement of 54 Georgia Power poles.128  
   Multiplying 54 poles by 30 percent results in 
   approximately 16 poles.  Multiplying 16 poles by $2,146 
   per pole results in $34,336.  Consequently, we order 
   Georgia Power to refund Knology $34,336 for improperly 
   assessed pole change-out charges.129  In addition, 
   Georgia Power must refund to Knology any overhead amounts 
   paid by Knology that were associated with the 16 pole 
   replacements for third-party safety violations that were 
   paid by Knology.130
42.       Turning now to the issue of the pre-make-ready 
   inspection costs, we believe that Georgia Power has not 
   appropriately allocated the cost of that inspection 
   work.131  While we agree with Georgia Power that it must 
   ascertain ``where and how Knology should attach in a 
   manner compliant with safety codes,''132 we are troubled 
   by Georgia Power's imposition of the entire cost of that 
   endeavor on Knology.  Georgia Power initially claims that 
   it ``does not have records detailing the identities and 
   locations of attaching entities and is therefore unable 
   to provide this information [to Knology].''133  In its 
   supplemental submission, Georgia Power refines its 
   objection, arguing that it does not maintain records 
   detailing ``where each attacher is on each pole to the 
   inch.''134  Knology does not contend that Georgia Power 
   should have had in its possession, and provided to 
   Knology, this type of specific information.135  Rather, 
   Knology asserts that Georgia Power could have saved 
   Knology the costs of ascertaining some very basic 
   information regarding Georgia Power's pole network - such 
   as the characteristics of the poles themselves or the 
   identities of other attachers (regardless of the exact 
   location/condition of attachments) - which undoubtedly 
   was in Georgia Power's possession.136  Georgia Power 
   never credibly refutes Knology's claim.  Indeed, Georgia 
   Power states that it requires all attachers ¾ not just 
   Knology ¾ to identify and locate other attachers on the 
   pole.137  Assuming that is the case, Georgia Power does 
   not explain why it has no records at all relating to the 
   attachments on its poles.  If Georgia Power once had the 
   records but did not keep them, it similarly fails to 
   offer such an explanation.  
43.       Further, we reject Georgia Power's assertion that 
   Knology should pay the entire cost of the pre-make-ready 
   inspections, because Knology was purportedly the sole 
   beneficiary of the inspections.  Although Georgia Power 
   claims that it derived no benefit from the pre-attachment 
   inspections,138 this assertion by counsel finds no 
   evidentiary support in the record.  Moreover, it strains 
   credulity to say that information regarding the identity 
   of attachers and the location of attachments that is 
   gathered in connection with a make-ready project of the 
   magnitude of Knology's (encompassing some 20,000 poles) 
   would be of absolutely no value to Georgia Power.  
   Additionally, Georgia Power acknowledges the likelihood 
   that other attachers benefited from the pre-make-ready 
   inspections.139  Thus, we reject Georgia Power's 
   assertion that Knology is responsible for one-hundred 
   percent of the pre-attachment inspection costs.   
44.       Having determined that Knology should not be 
   responsible for one-hundred percent of the pre-make-ready 
   inspection costs, we turn now to the question of the 
   percentage for which Knology should be responsible.  The 
   record offers us a method for determining a reasonable 
   allocation of the pre-make-ready inspection costs.  As 
   discussed above, Knology argues that 30 percent of the 
   pole change-outs charged to Knology was due to pre-
   existing safety violations caused by other attachers.140  
   It is reasonable to conclude that pre-existing safety 
   violations existed on poles that did not require change-
   out to the same degree as they existed on poles that did 
   require change-out.  In other words, if 30 percent of the 
   inspected and replaced poles revealed pre-existing safety 
   violations caused by other attachers, then one would 
   reasonably expect that other attachers also caused pre-
   existing safety violations on 30 percent of those poles 
   which did not require replacement.141  Accordingly, we 
   conclude, based on the discrete record in this 
   proceeding, that Knology is responsible for 70 percent of 
   the pre-make-ready inspection costs it paid to UCI after 
   June 8, 2001.142  Therefore, Knology is entitled to a 
   refund of 30 percent of the amounts it paid to UCI after 
   June 8, 2001 ($57,756.28) - or $17,326.88.
                    4.   A Portion of Georgia Power's Make-
               Ready Overhead Charges and Surcharges is 
               Unreasonable.

45.       Knology alleges that Georgia Power billed for 
   unreasonable expenses and overhead charges, including 
   equipment that is useful not only to Knology's 
   attachments but to maintenance of Georgia Power poles 
   generally,143 and an across-the-board overhead surcharge 
   that purportedly overlaps with individual charges.144  
   Knology requests a refund of overhead charges and 
   surcharges that Georgia Power cannot justify.145
46.       As a threshold matter, we reject Georgia Power's 
   argument that overhead costs are subject to a later 
   adjustment in accordance with a true-up agreement.  As 
   discussed above,146 Georgia Power has failed to 
   substantiate its claim that there was a true-up 
   agreement, and accordingly we do not rely on any such 
   agreement.147  Similarly, Georgia Power's contention that 
   Knology agreed to pay ``whatever expense was necessary to 
   facilitate Knology's attachment'' similarly lacks any 
   record support.148  The letter Georgia Power cites 
   memorializes Knology's ``verbal request and authorization 
   for [Georgia Power's] crews working overtime. . . .''149  
   It does not constitute carte blanche for Georgia Power to 
   incur any and every expense.  We now turn to two 
   categories of overhead costs - direct overhead costs and 
   indirect overhead costs.                    a.   Direct Overhead Costs

47.       It is undisputed that the parties agreed to 
   dedicate two full-time Georgia Power employees to the 
   project at Knology's expense.150  According to Georgia 
   Power, by entering into the agreement, Knology implicitly 
   ``agreed to pay the employees' salaries, benefits and all 
   overhead costs, including trucks, radios, and training 
   classes.''151  In its Reply, Knology does not object to 
   paying the salaries and benefits of the two employees who 
   were dedicated to the Augusta Project.152  Accordingly, 
   we find that Knology is responsible for the two dedicated 
   employees' salaries and benefits, including (but not 
   limited to) bonuses, raises, health insurance costs, 
   workers compensation, and payroll taxes, for the time 
   period during which they were exclusively assigned to the 
   Augusta project.  
48.       We further conclude that Knology is responsible 
   for paying the entire cost of equipment associated with 
   the work of ``dedicated'' employees.  Knology does not 
   dispute that it agreed to pay the costs of equipment and 
   materials utilized by the Georgia Power employees 
   dedicated to the Augusta project.153  Rather, Knology 
   contends that, under Commission precedent, equipment that 
   is useful to the utility generally (i.e., not just on the 
   Augusta project) should not be billed entirely to 
   Knology.154  The Order Knology cites, however, was a 
   rulemaking proceeding that did not address the situation 
   where parties specifically agreed about how they would 
   bill costs of equipment utilized by ``dedicated'' 
   employees.  Therefore, we find the decision to be 
   inapplicable.  
49.       With its Complaint, Knology submitted a 
   spreadsheet entitled ``Estimated Costs Based on Paid 
   Invoices,'' which lists, inter alia, amounts Knology paid 
   that correspond to various journals (i.e., accounts).155  
   According to Mr. Singleton, Georgia Power refused to 
   provide Knology with information prior to the filing of 
   the Complaint regarding the ``definitions of journal 
   items and the source of the charges,'' which resulted in 
   an incomplete ``audit.''156  Although Georgia Power 
   provided some explanation of these accounts during the 
   course of this proceeding, Knology objects to the fact 
   that Georgia Power uses Knology's ``good faith and 
   conservative estimates of the charges and surcharges at 
   issue.''157  We do not fault Georgia Power entirely.  As 
   the complainant, Knology bears the burden of proof in 
   this proceeding.  Thus, after Knology establishes a prima 
   facie case regarding specific accounts, Georgia Power 
   must produce evidence explaining the challenged charges.  
   Georgia Power, to an extent, did so via the Detwiler 
   Declaration, which substantiates the various figures 
   Knology proffers.  Thus, there appears to be an agreement 
   that, with respect to the dedicated employees, Knology 
   has paid $297,342 for ``direct labor'' costs; $72,281 for 
   Georgia Power's standard employee performance incentive 
   compensation plan; $9,408 for a ``salary adjustment'' to 
   compensate one employee for additional responsibilities; 
   $27,495 for payroll taxes; and $29,861 for workers 
   compensation and other benefits (such as healthcare).158  
   In addition, Knology has paid $95,136.68 for materials 
   and equipment utilized by the dedicated employees159 and 
   $2,451 for services provided by third parties in 
   connection with the work of the dedicated employees.160  
   As indicated above, we believe these costs appropriately 
   were billed to Knology.
50.       We agree with Knology, however, that Georgia Power 
   improperly seeks to recover additional amounts beyond 
   Knology's estimates without adequately meeting its burden 
   of production regarding the charges.  In particular, 
   Georgia Power claims that, based on a ``revised 
   spreadsheet,'' Knology owes an additional $190,805.86 for 
   ``GPESS SUPR & ADMIN'' costs, which are costs purportedly 
   associated with the dedicated employees.161  Georgia 
   Power, however, offers no explanation or support for this 
   figure.162  Georgia Power states simply that these are 
   additional costs attributable to the two dedicated 
   employees that Georgia Power has incurred but for which 
   Knology has failed to pay.  Georgia Power does not 
   provide any discernable backup or itemization of this 
   $190,805.86.163  Without such evidence, we cannot 
   conclude that such costs are reasonable and will not 
   require Knology to pay them.164  
                    b.   Indirect Overhead Costs

51.       In addition to the overhead costs directly 
   attributable to the dedicated employees, Georgia Power 
   imposed a charge on Knology for its pro rata share of all 
   overhead costs incurred by Georgia Power that are not 
   directly applicable to a specific project, but that 
   relate to all capital construction projects performed in 
   the region.165  Examples of these costs are the pay and 
   expenses of managers, supervisors, financial and 
   accounting personnel, and other support personnel.166  
   For simplicity, we refer to these costs as the ``indirect 
   overhead costs,'' and the fee imposed on Knology as the 
   ``indirect overhead charge.''  Georgia Power explains 
   that it calculates Knology's pro rata share of these 
   indirect overhead costs by adding (1) the ratio of the 
   total regional overhead costs to the total regional 
   capital construction costs, and (2) a percentage 
   representing Knology's share of general corporate 
   overhead expenses.167  Georgia Power calculates that 
   during the year 2000, the indirect overhead charge 
   equaled 41.09 percent of the capital construction 
   costs.168  Although we conclude that Georgia Power may 
   charge Knology for reasonable indirect overhead costs, we 
   believe that Georgia Power's application of indirect 
   overhead expenses in this case is unreasonable.
52.       First, because we have concluded that certain of 
   the direct charges Georgia Power imposed on Knology are 
   unreasonable, we must also conclude that the associated 
   overhead charges are unreasonable.169  This is because 
   the indirect overhead charges are calculated as a 
   percentage of the direct costs.  As Georgia Power 
   explains, the 41.09% indirect overhead figure is 
   multiplied against a portion of the direct costs charged 
   to Knology to derive a dollar amount of indirect overhead 
   costs charged to Knology.170  Because we have found a 
   portion of the direct costs to be unreasonable, the 
   indirect costs are therefore also unreasonable.  Thus, 
   even if we were to conclude that the overhead percentage 
   developed by Georgia Power in this case were reasonable, 
   which we do not, Georgia Power would nevertheless have to 
   recalculate the overhead expenses consistent with the 
   conclusions rendered elsewhere in this order concerning 
   the direct costs.  
53.       Second, Knology persuasively points out that 
   several of the indirect overhead expenses are comprised 
   of functions that the two dedicated employees performed 
   directly for the Knology project and for which Knology 
   already paid Georgia Power.  For example, a large 
   percentage of the indirect overhead expenses is comprised 
   of indirect labor expenses, consisting of charges for 
   Distribution Manager, Distribution Supervision, 
   Engineering Supervisor, and Operating Associate.171  
   Georgia Power readily concedes that some of these 
   indirect labor functions were performed directly by the 
   dedicated employees assigned to the Knology project.172 
   Knology contends that, because it agreed to pay a premium 
   for two Georgia Power ``dedicated management employees'' 
   to ``coordinate and oversee the Knology project,''173 and 
   these employees performed the management and supervisory 
   functions captured in the indirect overhead expenses 
   calculation, then Knology should not be required to pay 
   for a share of the indirect expenses related to 
   management and supervisory functions performed by other 
   Georgia Power employees for other projects.174  Knology 
   points out that it would have had to pay its share of 
   these indirect labor expenses if it did not pay for the 
   two dedicated employees.175  In Knology's view, to 
   require Knology to pay a share of indirect costs 
   associated with the functions performed by the dedicated 
   employees and to pay for the dedicated employees amounts 
   to an unreasonable duplicative charge.176  We agree.  
   Accordingly, we require Georgia Power to recalculate the 
   indirect overhead expenses to account for the fact that 
   Knology paid for two dedicated employees.  Further, 
   Georgia Power must support its calculation by documenting 
   the actual overhead costs and the formula used to derive 
   the new overhead calculation.  This calculation, if done 
   properly, should yield an overhead percentage less than 
   the 41.09 percent figured initially calculated by Georgia 
   Power.177  
                    5.   Knology Is Entitled to a Refund for 
               Amounts It Paid After June 8, 2001.

54.       Knology acknowledges that, with few exceptions, 
   the Commission has limited refunds in pole attachment 
   proceedings to amounts paid after the complaint was 
   filed.178  Nonetheless, Knology argues that the 
   Commission has authority to order more expansive remedies 
   in pole attachment complaint proceedings, and that this 
   case warrants a refund of payments Knology made 
   throughout the Augusta make-ready project.179  In 
   particular, Knology contends that it was unable to 
   determine whether the make-ready bills were unreasonable 
   until well after they were paid,180 and that it wished to 
   pursue settlement discussions with Georgia Power prior to 
   filing suit.181
55.       We decline to award Knology a refund dating back 
   to the inception of the Augusta make-ready project, 
   because Knology has not demonstrated that it is entitled 
   to such relief.  Unlike the attacher in Cable Texas - a 
   decision on which Knology relies heavily - Knology waited 
   a substantial period of time to contest Georgia Power's 
   make-ready charges and to attempt to negotiate a 
   settlement with Georgia Power.182  Specifically, although 
   the Augusta project started in 1998, it was not until 
   mid-2001 that Knology requested detailed information 
   substantiating the charges.183  In light of this delay of 
   more than two years, Knology's claim that it only 
   recently could ascertain whether Georgia Power's bills 
   were unreasonable (because the bills were not 
   sufficiently itemized and because Knology could not 
   ascertain what percentage of total project charges the 
   make-ready bills represented) rings hollow.184
56.       As Knology correctly notes,185 the procedures 
   governing petitions for temporary stays relate to removal 
   of facilities/termination of service to those facilities, 
   increase in pole attachment rates, and non-routine 
   modification of facilities.186  Consequently, a petition 
   for temporary stay normally is not available to resolve 
   complaints (such as this one) regarding make-ready 
   practices.  That does not mean, however, that attachers 
   complaining about make-ready practices are denied an 
   effective form of relief.  The remedy is for attachers 
   promptly to question practices or charges that they 
   believe are unreasonable and begin negotiations 
   concerning those practices or charges.  If negotiations 
   fail or would be fruitless, attachers may promptly seek 
   relief here at the Commission.
57.       Nevertheless, we agree with Knology that we have 
   broad authority to fashion remedies in pole attachment 
   complaint proceedings.187  Because Knology began its 
   discussions with Georgia Power concerning make-ready 
   costs several months prior to filing its complaint, we 
   believe it is appropriate to depart from our general rule 
   that the filing of a complaint marks the beginning of the 
   refund period.188  In a letter dated June 8, 2001 (the 
   ``June 8 Letter''), Knology first advised Georgia Power 
   that Knology had ``started a cost and production 
   evaluation of our Augusta project,'' and requested 
   detailed back-up information regarding Georgia Power's 
   bills.189 Georgia Power argues that the June 8 Letter 
   does not constitute a ``notice of objection or 
   claim.''190  We agree that the June 8 Letter does not 
   state expressly that Knology was challenging Georgia 
   Power's make-ready practices.  Nevertheless, we believe 
   Georgia Power reasonably should have concluded that 
   Knology objected to the lack of billing information 
   Georgia Power provided and the necessity of certain make-
   ready work given the letter's request for detailed back-
   up billing information.191  Consequently, as more 
   particularly specified elsewhere in this order, we award 
   Knology a refund for certain amounts it paid after June 
   8, 2001.192 
58.       Finally, we deny Georgia Power's request for an 
   evidentiary hearing.193  Georgia Power cites to a recent 
   Eleventh Circuit opinion in which the court noted that a 
   party requesting a hearing in a pole attachment complaint 
   proceeding must ``identify a material question of fact 
   that warrants a hearing.''194  Georgia Power has not done 
   so in this case.  Indeed, any information gaps in the 
   record are the result of the utility's failure to come 
   forward with sufficient information responsive to 
   Knology's allegations and the Commission's requests.  
   Thus, although in appropriate instances an evidentiary 
   hearing may be warranted, a party to a pole attachment 
   complaint cannot avail itself of a hearing by refusing to 
   provide adequate responses to the Commission's factual 
   inquiries, as Georgia Power has done here.  Moreover, in 
   light of the parties' extensive submissions in this 
   matter, we believe that the record before us amply 
   explains their respective positions, and that we are able 
   to render a decision without such a hearing.  
                    6.   Georgia Power's Failure to Provide 
               Sufficiently-Detailed Billing Information 
               After Knology Requested It In June 2001 Is An 
               Unreasonable Practice.

59.       Knology contends that Georgia Power's provision of 
   bills that do not describe the basis for and components 
   of its make-ready charges impedes Knology's ability to 
   determine whether the charges are reasonable.195  
   According to Knology, the failure to provide additional 
   information, after Knology requested it in June 2001, 
   constitutes an unreasonable practice under section 224 of 
   the Act.196
60.       Georgia Power essentially concedes that it did not 
   provide the billing back-up information to Knology when 
   Knology requested it.  Georgia Power, however, defends 
   its failure to provide the detailed billing information 
   on the ground that the parties had agreed to a true-up 
   arrangement, and that Georgia Power accordingly had no 
   obligation to make detailed information available until a 
   later time.  Georgia Power asserts that Knology 
   consequently should be required to pay the cost of 
   compiling the information prior to the true up.197  As 
   discussed above,198 in our view, Georgia Power has failed 
   to establish the existence of a true-up agreement.  
   Accordingly, this defense fails.
61.       Georgia Power also claims that requiring it to pay 
   the cost of compiling the information Knology requests 
   runs counter to the Agreement.199  Section 16.6 of the 
   Agreement, however, only requires Knology to pay fees or 
   disbursements incurred in connection with 
   ``administrative services not otherwise required to be 
   performed by Georgia Power under this agreement.''200  We 
   believe that Georgia Power had an obligation to provide a 
   reasonable amount of information sufficient to 
   substantiate its make-ready charges and do not view this 
   as an ``extra'' administrative service for which a 
   separate charge should apply.  In our view, requiring 
   Knology to pay for the collection and provision of 
   adequate billing back-up information would impose an 
   unreasonable cost on Knology's attempt to evaluate the 
   reasonableness of Georgia Power's underlying charges.  
62.       We therefore hold that Georgia Power's refusal to 
   provide the detailed billing information that Knology 
   requested in June 2001, on the specific grounds Georgia 
   Power has asserted, was an unreasonable practice under 
   section 224 of the Act.  Georgia Power is directed to 
   provide reasonable billing back-up information in the 
   future consistent with the findings in this Order.  
                       IV.     ORDERING CLAUSES

63.       Accordingly, IT IS ORDERED, pursuant to sections 
   1, 4(i), 4(j), and 224 of the Communications Act of 1934, 
   as amended, 47 U.S.C. §§ 151, 154(i), 154(j), 224, and 
   sections 0.111, 0.311, and 1.1410 of the Commission's 
   rules, 47 C.F.R. §§ 0.111, 0.311, 1.1410, that the 
   Complaint filed by Knology, Inc. on November 1, 2001, IS 
   GRANTED IN PART, to the extent indicated herein, and 
   otherwise IS DENIED.
64.       IT IS FURTHER ORDERED that Georgia Power Company 
   SHALL REFUND to Knology, Inc, within thirty (30) days of 
   the release of this Order $51,662.88.
65.       IT IS FURTHER ORDERED that this Memorandum Opinion 
   and Order constitutes a Citation against Georgia Power 
   Company, pursuant to section 503(b)(5) of the 
   Communications Act of 1934, as amended, 47 U.S.C. § 
   503(b)(5), for violations of section 224 of the 
   Communications Act of 1934, as amended, 47 U.S.C. § 224.  
   Georgia Power Company may request an interview with 
   Commission staff at the nearest field office.  Subsequent 
   violations of this type may lead to initiation of a 
   monetary forfeiture proceeding against Georgia Power 
   Company.
                    FEDERAL COMMUNICATIONS COMMISSION 



                    Marlene H. Dortch
                    Secretary      
_________________________

1         47 U.S.C. § 224.
2         See III(B)(5), infra.
3         Complaint, File No. PA 01-006 (filed Nov. 21, 
2001) (``Complaint'') at 1, ¶ 2.  Georgia Power describes 
Knology as ``one of the leading providers of broadband 
communications services, analog and digital cable, local and 
long distance telephony and high-speed Internet access to 
small and medium sized cities throughout the southeast.''  
Response of Georgia Power to Knology's Complaint, File No. 
PA 01-006 (filed Dec. 21, 2001) (``Response'') at 1-2.
4         Complaint at 1-2, ¶ 2.
5         Complaint at 2, ¶ 3; Response at 2.  In accordance 
with 47 C.F.R. § 1.1404(c), the Complaint states that 
Georgia Power is not owned by any railroad, any person who 
is cooperatively organized, or any person owned by the 
Federal Government or any State.  Complaint at 2, ¶ 6.
6         Complaint at 2, ¶ 5; Response at 2.
7         Complaint at 2, ¶ 7.  See 47 C.F.R. § 1.1404(c) 
(requiring pole attachment complaints to represent that the 
relevant state has not so certified).  See also 
http://www.fcc.gov/eb/mdrd/PoleAtt.html (citing States That 
Have Certified That They Regulate Pole Attachments, Public 
Notice, 7 FCC Rcd 1498 (1992)).
8         Complaint, Exhibit 1.  Knology claims that Georgia 
Power improperly terminated the Agreement effective 
December 31, 2000, and that thereafter Georgia Power deemed 
Knology to have accepted its new standard pole attachment 
agreement.  Complaint at 3-4, ¶¶ 11-12 & Exhibit 2.  Georgia 
Power explains, however, that the termination letter 
attached to the Complaint pertained to a contract between 
Georgia Power and Knology of Columbus, a separate Knology 
affiliate.  Thus, Georgia Power concedes that the 1998 
Agreement remains in effect and governs this dispute.  
Response at 8 n.41.
9         Complaint, Exhibit 1 (Agreement) at 4, ¶ 7.1.
10        Complaint, Exhibit 1 (Agreement) at 4, ¶ 7.2.
11        Complaint, Exhibit 1 (Agreement) at 3, ¶ 3.3.
12        Complaint, Exhibit 1 (Agreement) at 7, ¶ 16.6.
13        Complaint at 4, ¶ 13.
14        Complaint at 4, ¶ 13.
15        Complaint at 7 n.13.
16        Complaint at 8 n.14.  Late in this proceeding, 
Georgia Power argued that it was not responsible for amounts 
Knology allegedly owes to USS and UCI.  Letter to Marlene H. 
Dortch, Secretary, FCC, from James A. Stenger, counsel for 
Georgia Power, File No. PA 01-006 (Oct. 30, 2002) (``Georgia 
Power's Response to Commission's Requests'') at 6; Letter to 
Marlene H. Dortch, Secretary, FCC, from James A. Stenger, 
counsel for Georgia Power, File No. PA 01-006 (Nov. 20, 
2002) (``Georgia Power's Reply to Knology's Response to 
Commission's Requests'') at 6-7 & n.4.  Georgia Power failed 
to raise this issue in its Response, however, and there is 
an inadequate record on which to assess the merits of the 
argument.  Accordingly, we decline to address it.  See, 
e.g., AT&T Corp. v. Jefferson Telephone Co., Memorandum 
Opinion and Order, 16 FCC Rcd 16130, 16133 n.18 (2001); 
Consumer.Net v. AT&T Corp., Order, 15 FCC Rcd 281, 300, ¶ 40 
n.93 (1999) (declining to consider an argument raised for 
the first time in the briefs).  Cf Building Owners and 
Managers Association International v. FCC, 254 F.3d 89, 100 
n.14 (D.C. Cir. 2001) (declining to address an issue raised 
cursorily in the brief).
17        Complaint at 8 n.14.
18        See Complaint, Affidavit of Wayne Singleton 
(``Singleton Affidavit'') at 8, ¶ 15.
19        Complaint at 4, ¶ 14.
20        Complaint at 4, ¶ 16.
21        See generally Response of Knology, Inc. to the 
Commission's Request for Additional Information, File No. PA 
01-006 (filed Oct. 30, 2002) (``Knology's Response to 
Commission's Requests'') (explaining that Knology paid, 
after June 8, 2001, certain amounts that were invoiced 
before June 8).
22        Complaint, Singleton Affidavit at Exhibit 1 
(Letter dated June 8, 2001 to Mark Mills, Georgia Power, 
from Wayne Singleton, Director of Make Ready, Knology) at 1.
23        Complaint at 4-5, ¶¶ 19-22.
24        Complaint at 6, ¶ 23.
25        Complaint at 6-7, ¶ 24.
26        Complaint at 32-35, ¶ 72.
27        Response at 14-18.
28        Response at 18-23.
29        Response at 23-25.
30        Response at 26.
31        Response at 6-14.
32        Response at 27-32.
33        Reply, File No. PA 01-006 (filed Jan. 10, 2002) 
(``Reply'') at 5-17.
34        Reply at 17-30.
35        Reply at 30-34.
36        Motion for Leave to File Supplemental Information, 
File No. PA 01-006 (filed June 24, 2002) (``Knology's Motion 
for Leave''); Motion of Georgia Power Company for Leave to 
File Supplemental Information, File No. PA 01-006 (filed 
June 24, 2002) (``Georgia Power's Motion for Leave'').  See 
Supplemental Information, File No. PA 01-006 (filed June 24, 
2002) (``Georgia Power's Supplemental Information'').
37        Opposition of Georgia Power Company to Knology 
Motion for Leave to File Supplemental Information, File No. 
PA 01-006 (filed July 1, 2002) (``Georgia Power's Opposition 
to Knology's Motion for Leave'').
38        See Letter to Stephen R. Bell and Gunnar D. 
Halley, counsel for Knology, and Robert P. Williams, II, 
Charles A. Zdebski, Todd M. Stein, and Jennifer A. Kerkhoff, 
counsel for Georgia Power, from Lisa B. Griffin, Deputy 
Chief, Market Disputes Resolution Division, Enforcement 
Bureau, FCC, File No. PA 01-006 (July 2, 2002) at 2.
39        See Georgia Power's Opposition to Knology's Motion 
for Leave at 2-10; Reply of Knology, Inc. to the 
Supplemental Information Filed by Georgia Power Company, 
File No. PA 01-006 (filed July 15, 2002) (``Knology's Reply 
to Georgia Power's Supplemental Information'').
40        Letter to Stephen R. Bell and Gunnar D. Halley, 
counsel for Knology, and Robert P. Williams, II, Charles A. 
Zdebski, Todd M. Stein and Jennifer A. Kerkhoff, counsel for 
Georgia Power, from Lisa B. Griffin, Deputy Chief, Market 
Disputes Resolution Division, Enforcement Bureau, FCC, File 
No. PA-01-006 (Sept. 25, 2002) (``Commission's Requests'').
41         See Knology's Response to Commission's Requests; 
Georgia Power's Response to Commission's Requests.
42        Reply of Knology, Inc. to Georgia Power Company's 
Response to the Commission's Request for Additional 
Information, File No. PA 01-006 (filed Nov. 21, 2002) 
(``Knology's Reply to Georgia Power's Response to 
Commission's Requests''); Georgia Power's Reply to Knology's 
Response to Commission's Requests.  See also Limited 
Response of Knology, Inc. to Georgia Power Company's 
November 20, 2002 Reply, File No. PA-01-006 (filed Mar. 12, 
2003) (addressing principally a bankruptcy issue Georgia 
Power raised for the first time in its November 20, 2002 
filing); Reply of Georgia Power Company to Limited Response 
of Knology, Inc. to Georgia Power Company's November 20, 
2002 Reply, File No. PA 01-006 (filed Mar. 19, 2003); 
Knology's Motion for Leave to File Bankruptcy Court Order, 
File No. PA 01-006 (filed Apr. 1, 2003); Response of Georgia 
Power to Knology, Inc.'s Motion for Leave to File Bankruptcy 
Order, File No. PA 01-006 (filed Apr. 8, 2003) (not opposing 
motion for leave to file order).   
43        Response at 6-14.
44        Response at 7.
45        Response at 7.
46        See generally Complaint at 31-33, ¶ 71.
47        Mile Hi Cable Partners v. Public Serv. Co. of 
Colo., Order, 17 FCC Rcd 6268, 6271 (2002) (rejecting a 
utility's argument that the state court had exclusive 
jurisdiction to resolve disputes concerning the rates, terms 
and condition of attachment contained in an agreement and 
affirming the Commission's exercise of jurisdiction, relying 
on section 224(b)(1) of the Act (providing the Commission 
with authority to regulate the rates, terms and conditions 
of attachment, 47 U.S.C. § 224(b)(1))), review denied sub 
nom. Public Serv. Co. of Colo. v. FCC, 328 F.3d 675 (D.C. 
Cir. 2003);  Alabama Cable Telecommunications Ass'n v. 
Alabama Power Co., Order, 16 FCCR 12209, 12217, ¶ 18 (2001) 
(``Alabama Power''), review denied sub nom. Alabama Power 
Co. v. FCC, 311 F.3d 1357 (11th Cir. 2002); Texas Cable & 
Telecommunications Ass'n v. Entergy Servs., Order, 14 FCC 
Rcd 9138, 9142, ¶ 12 (Cable Serv. Bur. 1999) (``Texas 
Cable'').  See also Southern Co. Serv., Inc. v. FCC, 313 
F.3d 574, 583-84 (D.C. Cir. 2002) (``Southern Company'') 
(affirming conclusion that attaching entities may sign a 
pole attachment agreement and later file a complaint with 
the FCC challenging an allegedly unfair element of the 
agreement). 
48        Georgia Power's reliance on two Bureau-level 
orders in support of its jurisdictional argument is 
misplaced.  Response at 6-7.  These orders did not hold that 
the Commission lacks jurisdiction to decide claims 
concerning alleged unjust or unreasonable rates, terms or 
conditions of attachment.  See Cable Texas, Inc. v. Entergy 
Servs., Inc., Order, 14 FCC Rcd 6647 (Cable Serv. Bur. 1999) 
(``Cable Texas''); Marcus Cable Associates, L.P. v. Texas 
Util. Elec. Co., Declaratory Ruling and Order, 12 FCC Rcd 
10362 (Cable Serv. Bur. 1997) (``Marcus Cable'').
49        Response at 9-10.
50        Amendment of Commission's Rules and Policies 
Governing Pole Attachments, Consolidated Partial Order on 
Reconsideration, 16 FCC Rcd 12103, 12111, ¶ 10 (2001) 
(``Consolidated Order''), review denied sub nom. Southern 
Company, 313 F.3d at 574.  See 47 U.S.C. § 224(k) (the 
Commission's regulations apply ``when the parties fail to 
resolve a dispute over such charges'').
51        47 C.F.R. § 1.1404(k).
52        Complaint at 5-6, ¶¶ 18-22; at 7, ¶ 25.
53        Complaint at 5-6, ¶¶ 18-22; Response at 10 n.49.
54        Response at 10.
55        Complaint at 6, ¶¶ 22-23.
56        Complaint at 7, ¶ 25.
57        Response at 11.
58        Response at 11.
59        Response at 12.  During mediation, Georgia Power 
indicated that it recently had completed the true-up 
process, and it subsequently filed the results of that 
process as part of its supplemental submission.  See Georgia 
Power's Supplemental Information, Declaration of Greg 
Detwiler (``Detwiler Declaration''), Exhibit 3.  According 
to Georgia Power, as of May 1, 2002, Knology owes an 
additional $882,748.17 (plus interest) for work performed 
and actual costs incurred on the Augusta project.  
Supplemental Information, Detwiler Declaration at 3-4, ¶ 6. 
60        See Response, Exhibit 1 (Declaration of Marcus 
Mills (``Mills Declaration'')) at 12, ¶ 29; Response, 
Exhibit 2 (Declaration of Thomas Jackson (``Jackson 
Declaration'')) at 9, ¶ 20; at 10, ¶ 22.
61        See Reply, Exhibit 2 (Letter dated May 11, 1998 to 
Bret McCants, Knology, from J. Darryll Wilson, Georgia 
Power) (memorializing Knology's authorization of the 
addition of a project manager and a senior inspector to the 
project).
62        Response at 12-13.
63        47 C.F.R. § 1.1404(l).
64        Complaint, Affidavit and Verification of Chad S. 
Wachter (``Wachter Affidavit'') at 5, ¶ 10.
65        See Reply, Affidavit of Patrick Casey (``Casey 
Affidavit'') at 2, ¶ 5.
66        Response at 13-14; 47 C.F.R. § 1.363.  See 
Adoption of Rules for the Regulation of Cable Television 
Pole Attachments, Memorandum Opinion and Order, 45 Rad. Reg. 
2d (P&F) 1005, ¶ 21 & n.24 (1979) (allowing for application 
of Rule 1.363 in pole attachment proceedings).
67        Complaint, Singleton Affidavit at 11, ¶ 22.
68        Complaint, Singleton Affidavit at 19, ¶ 37.
69        Georgia Power's Reply to Knology's Response to 
Commission's Requests at 2-3.
70        Georgia Power's Reply to Knology's Response to 
Commission's Requests at 2-3.
71        See Motion for Leave to File Bankruptcy Court 
Order at Exhibit A (bankruptcy court order concluding, at 
page 2, that ``the provisions of the plan [of 
reorganization] do not preclude Knology or Broadband from 
the continued prosecution of the complaint filed on November 
21, 2001 and currently pending before the Federal 
Communications Commission . . . .''). 
     72   Georgia Power's Reply to Knology's Response to 
Commission's Requests at 2-3.
73        See supra at note 16 (discussing orders in which 
we have declined to consider arguments raised for the first 
time in briefs filed late in a proceeding).
74        Complaint at 7, ¶ 26.
75        Complaint at 8 n.14. 
76        Complaint at 8 n.14.
77        Complaint at 9, ¶ 28.
78        Complaint at 9, ¶ 29.  NJUNS stands for National 
Joint Use Notification System.  Complaint at 9, ¶ 28.
79        As explained infra at section III(B)(5), Knology 
has not established an entitlement to refunds for amounts 
paid before June 8, 2001 for alleged unreasonable conduct.     
80        Complaint, Exhibit 5.
81        Response, Jackson Declaration at 14, ¶ 32 and 
Exhibit A.
82        See infra at section III(B)(5).  Section 1.1410(c) 
specifies that refunds will ``normally'' be calculated 
``from the date that the complaint, as acceptable, was filed 
. . . .''  47 C.F.R. § 1.1410(c). 
83        Reply at 18. 
84        See infra at section III(B)(5).  See generally 
Complaint, Singleton Affidavit at 7-8, ¶ 12 (discussing 
opportunities for Knology to identify and raise make-ready 
concerns, including regular opportunities to review and 
comment on initial engineering recommendations); Reply, 
Reply Affidavit of Jeffery L. Barnett (``Barnett Reply 
Affidavit'') at 3, ¶ 6 (explaining that many of the errors 
or duplications about which Knology complains were the 
result of lack of initial measurements or vague make-ready 
recommendations (which we believe could have been detected 
at an early stage)).  Notwithstanding Knology's 
contemporaneous opportunities to challenge engineering 
recommendations and seek additional information concerning 
make-ready practices, Knology did not raise questions or ask 
for additional information concerning make-ready charges 
until June 8, 2001.  As explained infra at section 
III(B)(5), this failure by Knology, when considered with the 
general rule that entitlement to refunds begins the date the 
complaint is filed, leads us to conclude that Knology is not 
entitled to refunds beyond June 8, 2001.   
85        Complaint at 12, ¶ 34.  Georgia Power contends 
there is no such thing as a ``general pole survey.''  
Georgia Power's Response to Commission's Requests at 8.  
Although Knology uses the word ``survey,'' we believe the 
phrase post-attachment ``inspection'' more accurately 
reflects the activity at issue in this part of our Order. 
86        Complaint at 11, ¶ 34.
87        Complaint at 11-12, ¶ 34.
88        Complaint at 12-13, ¶¶ 35-36.
89        Cable Texas, 14 FCC Rcd at 6652, ¶ 13 (citing 
Newport News Cablevision, Ltd. v. Virginia Power, Order, 7 
FCC Rcd 2610, 2614, ¶ 9 (Com. Car. Bur. 1992)).
90        First Commonwealth Communications v. Virginia 
Elec. & Power Co., Order, 7 FCC Rcd 2614, 2615, ¶ 8 (Com. 
Car. Bur. 1992).
91        Response at 20.
92        See Complaint at 11, ¶ 34 (``[T]his pole survey 
typically occurred one to two years after the Knology 
attachments were installed.'') (emphasis added).
93        Response, Mills Declaration at 10, ¶ 23.  Mr. 
Mills further describes this as a ``one to two year delay.''  
Id.
94        Response at 19.
95        Response, Mills Declaration at 9, ¶ 22 (emphasis 
added).
96        See Reply, Reply Affidavit of Brett McCants 
(``McCants Reply Affidavit'') at 4, ¶ 10 (``The shortest 
average duration of inspection time that I found was just 
over 32 minutes per pole . . . .'').
97        Response, Mills Declaration at 9, ¶ 22.
98        Response, Mills Declaration at 9, ¶ 22.
99        Reply, Casey Affidavit at 5, ¶ 14; Reply, Reply 
Affidavit of Wayne Singleton (``Singleton Reply Affidavit'') 
at 2, ¶ 5; Reply, McCants Reply Affidavit at 2, ¶ 4; Reply, 
Reply Affidavit and Verification of Chad S. Wachter 
(``Wachter Reply Affidavit'') at 1, ¶ 3.
100       Cf. Echostar Communications Corp. v. FCC, 292 F.3d 
749, 753 (D.C. Cir. 2002) (Commission appropriately could 
rely on unconstested, sworn affidavit of witness with 
personal knowledge).
101       Response at 20 (emphasis added).
102       Reply at 21.
103       Georgia Power claims that Knology suffered no 
damage as a result of any delay, because no other attachers 
attached to the poles between the time that Knology attached 
to the poles and Georgia Power inspected the poles.  
Response at 19-20.  Testimony from Georgia Power's own 
declarant contradicts this unequivocal assertion.  See 
Response, Mills Declaration at 10-11, ¶ 24 (``However, in 
this case, except on one road in the Knology Project, there 
were no attachers after Knology.'') (emphasis added).  In 
any event, Georgia Power's argument is irrelevant.  If (as 
we conclude) the inspection was not specific to Knology's 
attachments, then Knology cannot be held responsible for the 
total cost, regardless of whether other attachers installed 
their cables and equipment on Georgia Power's poles after 
Knology.
104       Response, Jackson Declaration at 12, ¶ 28.
105       See, e.g., supra at Paragraph 30 and n.93.
106       Georgia Power argues that a year-long delay prior 
to the post-attachment inspection ``allows for final line 
sag and pole settling to occur at least one full cycle of 
seasons.''  Response at 19 n.87; Id., Declaration of Michael 
E. Davis (``Davis Declaration'') at 3, ¶ 8.  This statement, 
however, is not supported by evidence of industry-wide 
practices, or proof that Georgia Power applies this standard 
to all attachers on its poles.  
107       Response, Jackson Declaration at 12, ¶ 28.
108       See section III(B)(5) infra (finding that Knology 
is entitled to a refund for amounts it paid after June 8, 
2001).
109       Complaint at 15-16, ¶ 40.
110       Complaint at 14, ¶ 37.   
111       Response at 21-22.
112       See Kansas City Cable Partners v. Kansas City 
Power & Light Co., Consolidated Order, 14 FCC Rcd 11599, 
11606-07, ¶ 19 (Cable Serv. Bur. 1999) (``Correction of the 
pre-existing code violation is reasonably the responsibility 
of KCPL and only additional expenses incurred to accommodate 
Time Warner's attachment to keep the pole within NESC 
standards should be borne by Time Warner.'').
113       Georgia Power's Response to Commission's Requests 
at 4-5. 
114       Knology's Reply to Georgia Power's Response to 
Commission's Requests at 10 & n.30.
115       Georgia Power argues that, should the Commission 
award a refund relating to pole replacements, it should 
favor the ``incremental cost allocation'' (i.e., requiring 
the existing attacher to pay the cost of rearranging its 
attachments on a pole if Knology were not an attaching 
entity) that Georgia Power proposes, rather than the 
``proportional cost allocation'' (i.e., requiring each 
attacher to pay its pro rata share of replacement costs) 
that Knology proposes.  Georgia Power's Response to 
Commission's Requests at 4-5.  Again, Georgia Power 
misapprehends Knology's argument, which is that it should 
not be forced to bear the entire cost of pole change-outs 
that are required ``only when a pre-existing safety 
violation could not have been corrected without a pole 
replacement.''  Knology's Response to Commission's Requests 
at 10.  In any event, we have determined a reasonable 
allocation based on information in the record.  See infra 
paragraphs 40-41.
116       Georgia Power's Response to Commission's Requests 
at 4.
117       National Electrical Safety Code C2-2002 Section 
013.B.2.
118       Georgia Power's Response to Commission's Requests 
at 4.
119       Georgia Power's Response to Commission's Requests 
at 4.
120       Moreover, Knology argues persuasively that there 
have been no material changes to the NESC in the last ten 
years and that Georgia Power, accordingly, would have 
detected any grandfathered poles during the safety 
inspection it conducts on a ten-year basis.  Knology's Reply 
to Georgia Power's Response to Commission's Request at 8.   
Consequently, even if Georgia Power is correct about the 
existence of grandfathered poles, the cost of identifying 
them would not be as great as Georgia Power posits.
121       Knology alleges that, ``[w]ith respect to non-
change-out work,'' Georgia Power has a ``policy not to 
allocate costs among attachers.''  Complaint at 16, ¶ 41.  
Knology asks the Commission to declare that such a practice 
is unfounded and to order Georgia Power, on a prospective 
basis, to bill other attachers proportionately for their 
share of the costs of curing violations.  Complaint at 32, ¶ 
72.  Georgia Power, however, denies that it engages in this 
practice, and the record does not contain anything beyond 
the Complaint's assertion to suggest the contrary.   See 
Response, Jackson Declaration at 11, ¶ 24 (``each existing 
attacher has been required to correct its own safety 
violations and perform its own make-ready work'' and Georgia 
Power ``has not invoiced Knology for any such work'') and ¶ 
28 (Georgia Power ``identified third-party safety 
violations'' and ``notified the third-party and required 
that third-party to correct the violation at its own 
cost.'').
122       Complaint at 15, ¶ 40.  Georgia Power does not 
dispute this figure.  See Response, Jackson Declaration at 
7, ¶ 15 (``Replacing a typical pole costs approximately 
$2,000.'').
123       Complaint at 16, ¶ 40.
124       Response at 22.
125       Casey Affidavit at 2, ¶ 4.
126       Casey Affidavit at 2, ¶ 4.
127       47 C.F.R. § 1.1406(b).
128       Knology's Response to Commission's Requests at 10.  
Georgia Power appears not to dispute this figure.  See 
Georgia Power's Reply to Knology's Response to Commission's 
Requests at 15-17.
129       Finally, Georgia Power ``renews'' a request - 
first made after the conclusion of the initial pleading 
cycle during mediation of this proceeding - that ``any other 
attachers whom [the Commission] believes owe Knology 
reimbursement for make ready costs be added as necessary 
parties to this proceeding.''  Georgia Power's Response to 
Commission's Requests at 5.  We deny this request, because, 
in addition to being untimely made, we do not believe, given 
the record, that the addition of parties is necessary.
130       The record does not contain the information 
necessary to calculate this amount, or even to determine 
whether an overhead component was charged Georgia Power for 
this work.  We encourage the parties to resolve this issue 
privately.  
131       Again, we opt to use the word ``inspection,'' 
rather than ``survey,'' because the former word, in our 
view, more accurately describes the activity at issue. 
132       Response at 20.
133       Response at 21.
134       Georgia Power's Response to Commission's Requests 
at 8.      
135       Knology's Reply to Georgia Power's Response to 
Commission's Requests at 15 (``Knology does not dispute that 
field inspection and engineering must occur nor does it 
quarrel with the need for pole measurements.'').
136       Knology's Reply to Georgia Power's Response to 
Commission's Requests at 16-17. 
137       Response at 21.
138       Georgia Power's Reply to Knology's Response to 
Commission's Requests at 12-13.  See also Georgia Power's 
Supplemental Information, Detwiler Declaration at 4, ¶ 8.
139       See Georgia Power's Reply to Knology's Response to 
Commission's Requests at 13 (acknowledging that ``some pre-
existing safety violations may be remedied by the make ready 
process'' but disputing that this benefit is more than minor 
or incidental).
140       Casey Affidavit at 3, ¶ 8.
141       Although we might have reached a different 
conclusion or calculation based on a different record, the 
record here does not offer a persuasive, reasonable 
alternative.   Although Georgia Power argues that the make-
ready process identified only minor or incidental pre-
existing safety violations caused by other attachers, it 
fails to quantify the percentage of these pre-existing 
violations.   See Georgia Power's Reply to Knology's 
Response to Commission's Requests at 13.  Thus, in the 
absence of evidence demonstrating that the approach we take 
here is unreasonable, or that a different analysis is more 
appropriate, we adopt the approach described herein.  See 
Georgia Power v. FCC, 346 F.3d 1033, 1042 (11th Cir. 2003) 
(upholding the Commission's reasonable exercise of its 
judgment in adopting a pole attachment rate element when the 
parties did a poor job developing a record on the issue).  
142       Knology argues that it should be responsible for 
only one-fourth of the pre-make-ready inspection costs on 
the theory that the costs should be spread evenly among all 
attachers and there is an average of four attachers on 
Georgia Power's poles.  Complaint at 12, ¶ 34 & Exhibit 7.  
Knology fails, however, adequately to (1) support its 
contention that pre-make-ready costs should be allocated 
evenly among all attachers; (2) explain how this allocation 
is consistent with its proposed allocation of pole 
replacement costs; and (3) support its proposed average 
number of attachers.  
143       Complaint at 19, ¶ 47.
144       Complaint at 20, ¶ 48.
145       Complaint at 20, ¶ 49.  Knology concedes that 
Georgia Power is permitted to recover a reasonable overhead 
charge.  See Knology's Response to Commission's Requests at 
10.   
146       See Section III(A)(2), supra.
147       Georgia Power asserts that Knology is responsible 
for $72,596.55 in additional expenses.  Georgia Power's 
Response to Commission's Requests at 12.  Apparently, these 
are charges that have not been billed to Knology, but came 
to light during the purported ``true-up.'' Remarkably, 
Georgia Power refuses or otherwise fails to categorize or 
identify these charges, even as it argues that Knology is 
responsible for all ``actual costs.''   In any event, 
because Georgia Power has failed to establish that a true-up 
agreement exists, we disallow these charges to the extent 
that they are not already disallowed elsewhere in this 
Order.
148       Response at 23.
149       Response, Mills Declaration, Exhibit A (Letter 
dated February 10, 1999 from Marc A. Mills, Georgia Power, 
to Robert R. Bailey, Regional Construction Director, 
Knology).
150       Response at 2-3; Response, Jackson Declaration at 
3-4, ¶ 6; Response, Mills Declaration at 3-4, ¶¶ 5-6; Reply 
at 12-13; Reply, Exhibit 2.
151       Response at 2-3; Response, Jackson Declaration at 
3-4, ¶ 6. 
152       See Reply at 27-29. 
153       See Reply at 28-29.
154       Reply at 29 (citing Adoption of Rules for the 
Regulation of Cable Television Pole Attachments, Memorandum 
Opinion and Order, 77 F.C.C.2d 187, 197, ¶ 29 (1980)).
155       See Complaint, Exhibit 5.
156       Complaint, Singleton Affidavit at 5-6. 
157       Knology Response to Georgia Power's Supplemental 
Information at 8.  
158       Complaint, Exhibit 5; Georgia Power's Supplemental 
Information, Detwiler Declaration at 6-8, ¶¶ 13-23. 
159       We arrive at this figure by adding $2,584 for 
materials and supplies (Georgia Power's Supplemental 
Information, Detwiler Declaration at 6-7, ¶ 15) and 
$92,552.68 for radio usage, computer and telecommunications 
costs (Georgia Power's Response to Commission's Requests at 
13, ¶ 8).
160       This amount is described in the Detwiler 
Declaration as ``Accounts Payable.''  Georgia Power's 
Supplemental Information, Detwiler Declaration at 7, ¶16.  
Although Knology initially challenged the reasonableness of 
these charges, which included cell phone charges and 
occasional meals, Georgia Power explained the nature of this 
category of charges in its Response, see Mills Declaration 
at 16, ¶ 39, and Knology did not subsequently dispute the 
explanation provided by Georgia Power. Thus, we conclude 
that this category of expenses, at least on this record, is 
reasonably included as an appropriate direct overhead 
charge.  
161       Georgia Power's Supplemental Information, Detwiler 
Declaration at 8-9, ¶ 24. 
162       Georgia Power's Supplemental Information, Detwiler 
Declaration at 8-9, ¶ 24 & Exhibit 2 (Revised Spreadsheet 
simply listing GPESS SUPR. & ADMIN. figure of $819,001.50 of 
which Knology purportedly has paid $628,195.64).
163       Georgia Power refers to its general ledger but 
that document is virtually indecipherable and Georgia Power 
provides no analysis for how the $190,805.86 is derived from 
the ledger.  
     164  We reiterate here that Knology, like other 
attachers, bears the burden of proving that charges are 
unreasonable in this proceeding.  Once Knology establishes 
that charges are not reasonably supported or itemized, 
however, the burden of production shifts to Georgia Power to 
justify the inadequately supported charges.  This shifting 
of the burden of production is particularly appropriate in 
cases such as this, where the utility has unique access to 
information and records concerning its charges.  See 
National Communications Assoc., Inc. v. AT&T Corp., 238 F.3d 
124, 130 (2d Cir. 2001) (explaining that it is appropriate 
to shift the burden of production to the party with easier 
access to relevant information).   
165       Georgia Power's Supplemental Information, Detwiler 
Declaration at 10-11, ¶¶ 27-30.  
166       Georgia Power's Supplemental Information, Detwiler 
Declaration at 10, ¶ 27.
167       Georgia Power's Supplemental Information, Detwiler 
Declaration at 10-11, ¶¶ 27-30.
168       Georgia Power's Supplemental Information, Detwiler 
Declaration at 11, ¶ 30.  This figure consists of 30.21 
percent for regional overhead and 10.88 percent for 
corporate overhead, for a total overhead rate of 41.09 
percent.  Corporate overhead expenses are not included in 
the calculation of regional overhead expenses.  Georgia 
Power's Response to Commission's Requests at 13.
169       See Georgia Power's Response to Commission's 
Requests at 10-13 for an explanation as to how indirect 
overhead charges were calculated and assessed.
170       Georgia Power's Supplemental Information, Detwiler 
Declaration at 12, ¶ 31.
171       Knology's Reply to Georgia Power's Supplemental 
Information at 13-14.
172       Georgia Power's Response to Commission's Requests 
at 14.
173       Knology's Reply to Georgia Power's Supplemental 
Information at 12 (quoting Detwiler Declaration at ¶¶ 11, 
15). 
174       Knology's Reply to Georgia Power's Supplemental 
Information at 12-14.
175       Knology's Reply to Georgia Power's Supplemental 
Information at 13-15.
176       Knology's Reply to Georgia Power's Supplemental 
Information at 14-15.
177       Knology also states that only ``reasonable'' costs 
can form the basis of a reasonable overhead charge.  As an 
example, Knology argues that it would be unreasonable ``if 
ballpoint pens were attributed a cost of $300 a piece.''  
Knology's Response to Commission's Requests at 11.  The 
record lacks any evidence that would allow us to rule on the 
reasonableness of individual expenses that comprise a 
portion of the indirect overhead rate.  Regardless, we 
accept Georgia Power's explanation that such costs are 
scrutinized by the Georgia Public Service Commission.  The 
indirect overhead costs must be allocated among all parties 
for whom Georgia Power is performing capital construction 
projects, including Georgia Power itself.  The portion of 
the indirect overhead costs that are allocated to Georgia 
Power are ultimately borne by Georgia Power's electric rate 
payers.  The Georgia Public Service Commission reviews these 
costs to ensure that unreasonable costs are not charged to 
electric ratepayers. Accordingly, such costs are entitled to 
a presumption of reasonableness, which has not been rebutted 
in this case.
178       Complaint at 26, ¶ 62.
179       Complaint at 27, ¶ 63 (citing Cable Texas, 14 FCC 
Rcd at 6653-54, ¶¶ 18-19); at 28, ¶ 65; Reply at 31 (citing 
Cavalier Telephone v. Virginia Elec. & Power Co., 15 FCC Rcd 
9563, 9579, ¶ 42, vacated by settlement, 2002 FCC LEXIS 6385 
(Dec. 3, 2002)). 
180       Complaint at 28, ¶ 65.
181       Complaint at 31, ¶ 70.
182       Similarly, in Cavalier Telephone, unlike here, 
there was no evidence of a long delay in challenging make-
ready procedures.
183       Complaint, Singleton Affidavit at 2-7, ¶¶ 4-9.
184       Complaint at 28, ¶ 65.
185       Complaint at 29, ¶¶ 66-68.
186       See 47 C.F.R. § 1.1403(c).
187       Complaint at 26, ¶ 62.
188       Georgia Power argues that, under the Agreement, 
Knology has waived its right to assert claims against 
Georgia Power.  Response at 21 (citing Complaint, Exhibit 1 
(Section 8.2:  Time to Bring Claims)).  As explained above, 
however (see Section III(A)(1), supra), the Agreement does 
not exclusively govern the parties' relationship, as the 
Commission has independent jurisdiction to assess complaints 
regarding unreasonable make-ready practices.
189       Complaint, Singleton Affidavit, Exhibit 1 (Letter 
dated June 8, 2001 to Mark Mills, Georgia Power, from Wayne 
Singleton, Director of Make Ready, Knology).  Specifically, 
Knology requested (1) field measurements and field notes 
used to determine construction recommendations; (2) final 
construction recommendations given to existing utilities 
prior to the use of NJUNS; (3) Georgia Power construction 
contractor billing records with labor and equipment usage 
and costs (time sheets and/or invoices); (4) material issues 
and credits with quantities, unit costs and any additional 
charges (construction work orders); (5) Georgia Power 
Engineering Support billing records with breakdown and/or 
definition of labor, overhead and journal charges; (6) 
Quality Control reports and field notes for post 
construction inspections; and (7) description and 
documentation of any additional make ready charges not 
included within the above requested information.  Id. 
190       Georgia Power's Reply to Knology's Response to 
Commission's Requests at 6. 
191       At least one Georgia Power witness acknowledges 
that the June correspondence represented a ``shift in 
attitude'' and a ``sudden change of heart'' from a concern 
about the speed of the project to a concern about the 
reasonableness of the costs.  Response, Mills Declaration at 
19-20, ¶ 47.  Our determination regarding the sufficiency of 
the June 8 Letter is based upon the specific facts of this 
case.  In future cases, when an attacher argues that it is 
entitled to a refund relating to make-ready practices 
beginning on some date other than the date the complaint is 
filed, we will closely examine any relevant correspondence 
to determine whether the utility sufficiently was put on 
notice regarding the existence of make-ready claims.
192       Although one Knology witness asserts that he 
raised concerns about one category of Georgia Power's 
charges during the weekly meetings (Casey Reply Affidavit at 
3, ¶¶ 5-6), Knology offers no contemporaneous evidence of 
any such complaints and Georgia Power disagrees that Knology 
raised any such complaints (see generally Response at 30-
31).  In any event, we conclude that an attacher must submit 
its concerns about unreasonable conduct in writing to the 
utility to put the utility adequately on notice that the 
attacher is challenging unreasonable charges or practices.  
193       Response at 32; Georgia Power's Reply to Knology's 
Response to Commission's Requests at 23. 
194       Georgia Power's Reply to Knology's Response to 
Commission's Requests at 23 n.31 (citing Alabama Power, 311 
F.3d at 1372).
195       Complaint at 21, ¶ 50.
196       Complaint at 22-23, ¶ 56.
197       Response at 26.
198       See Section III(A)(2), supra.
199       Response at 26.
200       Complaint, Exhibit 1 (Section 16.6:  Payment of 
Expenses).