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HomeMy WebLinkAboutAugusta Georgia and Knology of Augusta Inc. Augusta Richmond GA DOCUMENT NAME: i-\VCjl)STA- GeoRB IA AN\-) kNOLD<a 'I ~~ RJ')o~TI7 ::r~c.o DOCUMENT TYPE: A 'J R..r; ~ tn bJ T YEAR: ,qqq BOX NUMBER: ,~ FILE NUMBER: J le ~ 00 NUMBER OF PAGES: )~ i.- " .. 5/4/99 FIBER CAPACITY AND POLE ATTACHMENT SHARING AGREEMENT This Agreement is made and entered into as ofthe j$L day of /J1~ ' 1999, by and between Augusta, Georgia, a political subdivision of the State of Georgia (the "City"), and Knology of Augusta, Inc., a Delaware corporation ("Knology"). WHEREAS, Knology is the "Grantee" (through assignment) of the franchise granted by the City pursuant to Ordinance No. 5999, adopted by the City on January 20, 1998 (the "Franchise"); WHEREAS, pursuant to the Franchise, Knology is in the process of constructing and deploying its network to provide cable television services, telephone services and data services in the City (the "Network"); WHEREAS, the City desires to obtain the right to use certain "dark fiber" capacity along several portions ofthe Network; WHEREAS, Knology desires to obtain the right to utilize certain pole attachments and conduits and other rights, which are held by the City, and a temporary waiver of the Fire District provisions of the City in connection with Knology's construction and deployment of the Network; NOW, THEREFORE, for and in consideration ofthe promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Lease of Dark Fiber. During the Term (as defined in Section 7 below), Knology agrees to provide the City with four dark fibers (the "Dark Fibers") in and through the portions of the Network which are identified in Exhibit A attached hereto (the "Knology Routes"). Knology will provide the City with three miles of Dark Fibers for every mile of pole attachment and conduit space provided by the City to Knology in the Fire District as identified in Exhibit A and Knology will provide the City with one mile of Dark Fiber for every mile of pole attachment and conduit space provided by the City to Knology outside of the Fire District as identified in Exhibit A. The parties acknowledge that the Knology Routes may be amended from time-to-time by a written document signed by both parties which identifies the changes, deletions or additions to the Knology Routes. At all times during the Term and thereafter, the title to the Dark Fibers shall continue to be held by Knology. Knology represents that the Dark Fibers shall have the characteristics set forth on Exhibit C attached hereto. Other than the characteristics which are set forth on Exhibit C, Knology makes no representations or warranties, express or implied, regarding the Dark Fibers, including, without limitation, any warranties as to merchantability, fitness for the use intended or non-infringement. The City recognizes and acknowledges that the City will be responsible for purchasing, leasing, installing, maintaining and operating any and all equipment and electronics necessary for the City to use the Dark Fibers for communications purposes. There will be no charge to the City for the use of the Dark Fibers, 7S4642v1 ~ \ i cI'~ 0'" 1"'" ~ "\""' \ \. '< \\""'.-.,.".., $j ~ ., 4,~ ~ i ! ,~ \ !,,. \ Exhibit A 'e \ f, "" .. 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RD. \118,.., ~ ~ 1llA\IIs1'INI;s IftJ~o .., "111V~~ I '"IS 3 [1 k Bush Field + YMO\ffii I J 8 .! ! ; \. \, .,~, 1i(,.~ "";'. ...,.>. -~ '. _Lake BRASSWOOD or Conduit .. \ \ 'it. ~~\ \ " i If I CII., ! I It' 8UFF/Na' III Ii ~~nd I F~ _. PA1RA::/c Co~AR~~\ ~. ~ Al.4tIAItD LIV 1 .~ \ alEST ;s >- "'/ -""'All io<cRIEFF ~, ~ CR., C-'SSEll I 1- " ~ ~ ~ ,'~~o i ill RED-Fire Fistrict Boundary BLUE-KNOLOGY Routes Using Traffic Control Pole Attachments <i>.., " ~ATOl~ Sp/riJOee.l ~ \''-. '\ "t i ) ~ [4 ~~ ~ s" '#"". J ~~ ",,# "/' \ Exl-\:' b~+ A ~ l 4 I I~FRY ;MCl<JIlIIf$ ~ ' FallEJls .....~ ...... '\ .\....\ \, ~'''O cfP~ \ I i 'I I G ",(1' ~ ~ rI (~ .:;t .# '\ "';- .fl- ~,,' "? .01' .." $' ~ , ~~ ~ ~i' C<liJ~ ''ft, !il CLuB"",' ~ MAYF~1 '- ~' \ Ii Exhibit C 4'~ ~ , ~~ <"~ " "''''''\ i ,/~ ~ " ~ '"..... " '~'" .~...... -', Ill> ~~d#- ~~ " ~ ~f-~~. ,..~ d4 / \1, 1It.l:1r'lb \. \ '~1>\ '. d'" 1'<\. \ '\ ' ,,~~ l> ~ , wR.eHTSBORO RD ee.-,pP /t~ \ ~:1l \ i J 'tt ~~~, """~ "'.,. ."" \ \~'\ 'rl' \ ;~ r:::: ,~ tiT Ji~~\ ~;~~ DARDEN !\ IlEI.AIRRO \/ ~ ,,\ / \~ l> @ I .~ ,~ l I 'Vi ~~ i d"" <6" ~ ~/ i " 1:> B___ POIIIl \ , "... ~/~ ~ ~RO 0fU-'(1ON m c~ ()lll.oI'P % II! , '" ~ $'. . $ ! ; I ~ \ \ '* '* / ! " ~ \ "" t, :THAN aIl~".,a \,l& APPLE VALLEY l'fJ'"",el'll 'tal' ~~ /, i'() Ii! 7i I J FAll< ON< C1ENtV1EW \ I" IiI ~c i '/ Vt4,,,o' ~~ tfP ~ #'~ ~ ~ ..-lllCHIGAN \ ~ a ! Q & ~ ~GI<If!',"l'Il \ \ ~c~ p",~"o 4~ ~ ~ J ~ \ .. ~ ~ rJiIo"",N~~"" '<t <:t-" '"1:> S/~1Hs Vi 4-~ G-e.:t (~ 1j,() "'1:> ~ f GULFEM RD IP"" · 1ofUIEI'l''''' rOllACCo "" ; ~ jg ., .,.... ~ ~ ~ ,'" 1 J ~ ff 1 J +BUSh FI€1d ( / i " () ~ 3 I & f8 ~o CIt., f"I4ll'~~ 11l.ol\lls 11l.olVls"" ~ 1itoooNcRlEFF ~ II! ~ CR 41 CASSELL-< iF~ '\ I "'" \<' ~ ~ ~ "~i'O i El ~"" &ll- \\', ....... .j. ff BOFFlNGr"" Richmond ERIfIt p,,~ ~,,~c:rE "- \, '\ RICIfIVOOO ~'l- " eel< 8EAVER~LN 'll '\ \ J /' eJ 1998 DeLorme, Street Atlas USA Exh\ b~i- C_ NOTE: "d" tes where t Red strand In "I"build aerial plan KNOLOG Y WI ~ T II DII EXHIBI " F. e District A ugusta I r AI ~-- Ie. "'. ~'~rJ.' iA[R~\~:(, - ~;,??-e.\~_~~;! Exl\: h ;',+ JJ " ..... to .' or for their installation by Knology. Knology will be responsible for maintaining and repairing the Network in accordance with its internal procedures and customary industry standards. The City is prohibited from performing any maintenance and repair on the Network, without the express prior written consent ofKnology. The City agrees that the equipment and electronics utilized by the City in connection with the Dark Fibers shall not interfere with or impair any of the services or facilities owned, leased or operated by Knology in connection with the Network. The City agrees that Knology will have no liability or obligation with respect to the City's use of the Dark Fibers. .; 2. Grant of Pole Attachment and Conduit Space. During the Term, the City hereby grants to Knology the full right and privilege to use certain pole attachment and conduit space and similar rights which the City now holds or hereafter acquires which are identified in Exhibit B attached hereto (the "City Routes"), for the purpose ofKnology's construction and deployment of the Network (the "Pole Attachment and Conduit Rights"). The parties acknowledge that the City Routes may be amended from time-to-time by a written document signed by both parties which identifies the changes, deletions or the additions to the City Routes. After the initial construction ofthe Network along the City Routes, Knology shall have the continuing right of access to the City Routes for the purpose of operating, inspecting, testing, repairing, maintaining and upgrading its Network. Knology will pay franchise fees according to its Franchise from City dated on or about January 20, 1998. The City shall use its best efforts to retain all of its pole attachment and conduit space throughout the Term, including without limitation the continued payment of all fees required to be paid to third parties. The City will give Knology at least ninety (90) days prior written notice before the City loses its underlying rights with respect to any of the Pole Attachment and Conduit Rights. The City agrees that it will not grant any rights to third parties which have the effect ofinterfering with Knology's use of the Pole Attachment and Conduit Rights. Knology agrees that it will fulfill its obligations under the Georgia Public Service Commission Rules and Regulations to serve the public with its telecommunications facilities using the Pole Attachment and Conduit Rights. 3. Waiver of Fire District Provisions. Subject to the terms of the Franchise, the City hereby waives temporarily the provisions of Augusta-Richmond County Code Section 6-3- 16, which provides that all telephone, telegraph, communication and electric wires of all kinds placed on the streets of Augusta-Richmond County, within the fIre limits established by Augusta-Richmond County Code Section 3-3-24.1 (the "Fire District") shall be placed and kept underground; provided, however, no additional poles shall be installed within said Fire District. A map of the existing poles to be utilized by Knology in constructing its Network within said Fire District is attached hereto as Exhibit "D". At such time as an agreement is reached, or the other utilities decide, to place existing overhead wires underground so as to comply with said Augusta-Richmond County Code Section 6-3-16, within the Fire District, or any portion thereof, Knology agrees to place its Network within said Fire District underground, without cost to the City. Nothing in this Agreement shall be construed as waiving any other provision of the Augusta-Richmond County Code or the permitting requirements of the City. 4. Default. Either party may terminate this Agreement in the event that the other party breaches any material term of this Agreement and fails to cure such breach within ninety days of receipt of written notice. In the event that the City terminates this Agreement as -2- 754642v I r, . . ,. " provided in the prior sentence, Knology shall have a transition period of90 days to make other arrangements for its Network. In the event Knology terminates this Agreement as provided in this section, the City shall have a transition period of90 days to make other arrangements for its equipment and electronics utilized in connection with the Dark Fiber. 5. Notices. All notices and communications concerning this Agreement shall be delivered in accordance with the terms of the Franchise. 6. Access to Network. The City shall have access to the Dark Fibers for the purpose of controlling traffic signals and internal or governmental communications to the extent the communications relate to the City's governmental activities. The City may not use or permit third parties to use the Dark Fibers to transport communications, broadcast or data services to consumers or businesses ("Telecommunications Services") without the prior written consent of KNOLOGY 7. Term. The Term of this Agreement shall commence on the date of this Agreement and shall end upon the termination or expiration of the Franchise; provided, however, that if the Franchise terminates earlier than its scheduled expiration date for any reason, each party shall have a post-termination transition period of90 days to make satisfactory arrangements with regard to the Network, equipment, electronics and the Pole Attachment and Conduit Rights. 8. Assienment. Neither party may assign, transfer or convey its rights or interests under this Agreement, nor delegate its obligations under this Agreement, without the prior written consent of the other party hereto, which consent will not be unreasonably withheld or delayed; provided, however, that Knology may assign this Agreement in full to an affiliate of Knology or to a purchaser of all or substantially all of the Network, with prior written notice to the City (but without the requirement of consent), if such affiliate or purchaser agrees in writing to be bound by the terms and conditions of this Agreement. 9. Venue. All claims, disputes and other matters in question between the City and Knology arising out of or relating to this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Knology, by executing this Agreement, specifically consents to venue in Richmond County and Waives any right to contest the venue in the Superior Court of Richmond County, Georgia. 10. Miscellaneous. The relationship of the parties hereunder shall always and only be that of independent contractors, and shall not be construed to be a partnership or joint venture. Neither party shall have the right to obligate the other party in any manner, by contract or otherwise. Each party represents that it has the full power and authority to enter into and perform this Agreement and that the person signing this Agreement on behalf of such party has been properly authorized and empowered to enter into this Agreement. In the event any of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the unaffected provisions of this Agreement shall be unimpaired and remain in full force and effect. The City and Kno logy shall negotiate in good faith to substitute for such invalid, illegal or enforceable provisions a mutually acceptable provision consistent with the original intention of the parties -3- 7S4642vl . '~"- ! . . hereto. This Agreement, including its Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified except in writing signed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to conflict of laws and principles. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. ~ '-- . " --:-:- -' '~/:.: -.::: ....,..-.:;;-, -\-- .- ~le~:dt~ib H~ ~. -, - ~# _....-.,~~ +''''... By: Name: ~Cf~1 4: KNOLOGY OF AUGUST A, INC. BY:~~~ Name: . LD Title: VP - 6e.n(">/nJ C f',u lIhSfL( -4- 7S4642v1 EXHIBIT B Synopsis of Optical Network Specifications Fiber Optic Cable . Typical outside plant cable type (24 fiber to 144 fiber): armored / loose buffer tube / central strength member . Typical outside plant cable type (8 and 12 fiber): Outside plant / armored / central unitube / diametrically opposed steel strength members . Typical building entrance cable (12 fiber riser rated) All dielectric / central unitube / diametrically opposed non-metallic strength members Optical Fibers . Single mode depressed clad optical fibers, 125 micron outside diameter. . Core to cladding eccentricity = less than 0,6 microns . Typical attenuation @ 1310 nm ~ 0.35 dB per kilometer . Typical attenuation @ 1550 nm ~ 0,25 dB per kilometer . Complete optical fiber specifications are listed on "Alcatel ColorLock™ Single Mode Optical Fiber" specifications. A copy is available upon request. Fiber Optic Splicing . Splicing method = individual fusion . Average loss per fusion splice ~ 0.05 dB . Low and High loss range of an individual fusion splice: minimum = 0,01 dB, maximum = 0,20 dB . End to end fiber optic link is tested with OTDR to identify & correct all abnormal loss events before cable is released as ready for service. Fiber Optic Connectors . All fiber optic cables terminating at a KNOLOGY Hub building, a KNOLOGY remote terminal (node) or a customer premises terminal location are spliced to a factory made "pigtail cable". The factory prepared end of the pigtail cable contains SC optical connector with an "Ultra Polish Connector" (UPC) surface finish. These connectors are known as "SC I UPC", . All SC I UPC connectors at the ends of a pigtail cable are secured in an appropriate, industry- standard fiber management shelf or tray, . Typical average insertion loss for SC/UPC connectors used by KNOLOGY are 02 dB. Insertion loss ranges from 0,10 dB to 0.25 dB, . Typical return loss (reflectance) of SC/UPC connectors used by KNOLOGY is ;::: -55 dB, . KNOLOGY does not allow random "mix and matching" of brands of SC/UPC connectors. This assures a more predicable insertion loss and return loss performance of optical connectors. . A complete factory specification sheet on optical connectors used at KNOLOGY is available upon request. EXHIBIT B Synopsis of Optical Network Specifications Fiber Optic Cable . Typical outside plant cable type (24 fiber to 144 fiber): armored / loose buffer tube / central strength member . Typical outside plant cable type (8 and 12 fiber): Outside plant / armored / central unitube / diametrically opposed steel strength members . Typical building entrance cable (12 fiber riser rated) All dielectric / central unitube / diametrically opposed non-metallic strength members Optical Fibers . Single mode depressed clad optical fibers, 125 micron outside diameter. . Core to cladding eccentricity = less than 0,6 microns . Typical attenuation @ 1310 nm s; 0.35 dB per kilometer . Typical attenuation @ 1550 nm s; 0.25 dB per kilometer . Complete optical fiber specifications are listed on "Alcatel ColorLock™ Single Mode Optical Fiber" specifications. A copy is available upon request. Fiber Optic Splicing . Splicing method = individual fusion . Average loss per fusion splice s; 0.05 dB . Low and High loss range of an individual fusion splice: minimum = 0.01 dB, maximum = 0,20 dB . End to end fiber optic link is tested with OTDR to identify & correct all abnormal loss events before cable is released as ready for service, Fiber Optic Connectors . All fiber optic cables terminating at a KNOLOGY Hub building, a KNOLOGY remote terminal (node) or a customer premises terminal location are spliced to a factory made "pigtail cable". The factory prepared end of the pigtail cable contains SC optical connector with an "Ultra Polish Connector" (UPC) surface finish. These connectors are known as "SC / UPC". . All SC / UPC connectors at the ends of a pigtail cable are secured in an appropriate, industry- standard fiber management shelf or tray, . Typical average insertion loss for SC/UPC connectors used by KNOLOGY are 0.2 dB. Insertion loss ranges from 0,10 dB to 0,25 dB. . Typical return loss (reflectance) of SC/UPC connectors used by KNOLOGY is ~ -55 dB. . KNOLOGY does not allow random "mix and matching" of brands of SC/UPC connectors. This assures a more predicable insertion loss and return loss performance of optical connectors. . A complete factory specification sheet on optical connectors used at KNOLOGY is available upon request.