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:
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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,
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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
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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
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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.
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KNOLOGY OF AUGUST A, INC.
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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.