031918 Council Mtg Agenda Backup i
North �"a
August arer
South Carolina's Riverfront
REGULAR AGENI)A
OF
MARCH 19, 2018
NOTES
North CITY OF NORTH AUGUSTA
Augusta
South Carolina's Riuerfront
AGENDA: REGULAR CITY COUNCIL MEETING
March 19,2018—Municipal Center—100 Georgia Avenue,3rd Floor—7:00 P.M.
CITIZEN COMMENTS: Citizens may speak to Mayor and City Council on each item listed on this agenda. Mayor Pettit will
call for your comments prior to City Council discussing the matter. Citizens wishing to address Mayor and City Council are
required to submit a Speaker Form to the City Clerk before addressing Mayor and City Council. Forms are provided on the
credenza at the entrance to the Council Chambers. Citizen comments are limited to five minutes.
CITIZEN ASSISTANCE: Individuals needing special assistance or sign interpreter to participate in the meeting,please notify the
Administration Department 48 hours prior to the meeting.
1. CALL TO ORDER:
2. INVOCATION AND PLEDGE OF ALLEGIANCE:
3. ROLL CALL:
4. APPROVAL OF MINUTES: Regular and study session meeting minutes of March 5,2018
UNFINISHED BUSINESS
5. PUBLIC SAFETY: Ordinance No. 2018-03 — An Ordinance Amending Chapter 22, Article I. of the Code of
Ordinances for the City of North Augusta by Adding Section 22-13 to said Code,
Establishing Fines for Parking Violations—Ordinance,Third and Final Reading
NEW BUSINESS
6. ECONOMIC DEVELOPMENT: Resolution No. 2018-07 — A Resolution Authorizing the City Administrator to
Enter into a Contractual Arrangement for the Purchase of Two Trolleys for
Tourism Related Activities
7. FINANCE: Ordinance No. 2018-04 — An Ordinance Adopting a Franchise Agreement Granting Knology of
Augusta, Inc. Non-Exclusive Rights to Use Publicly Owned Rights-of-Way for the Purpose of
Providing Cablevision,Telecommunications,and Related Services within the City of North Augusta
A. Ordinance 2018-04,First Reading
B. Ordinance 2018-04,Second Reading
8. PRESENTATIONS/COMMUNICATIONS/RECOGNITION OF VISITORS:
A. Citizen Comments: At this time,citizens may speak to Mayor and City Council regarding matters not listed on the
agenda. Citizens wishing to address Mayor and City Council are required to submit a
Speaker Form to the City Clerk before addressing Mayor and City Council. Forms are
provided on the credenza at the entrance to the Council Chambers. Citizen comments are
limited to five minutes.
B. Council Comments
9. ADJOURNMENT:
,Administration Departnu'nr
North
Augusta N.
South Carolina's Riuerfr0nt
Interoffice Memorandum
TO: Mayor and City Council
FROM: B. Todd Glover, City Administrator
DATE: March 16, 2018
SUBJECT: Regular City Council Meeting of March 19, 2018
REGULAR COUNCIL MEETING
ITEM 5. PUBLIC SAFETY: Ordinance No. 2018-03 — An Ordinance
Amending Chapter 22, Article I. of the Code of
Ordinances for the City of North Augusta by
Adding Section 22-13 to said Code, Establishing
Fines for Parking Violations — Ordinance, Third
and Final Reading
An ordinance has been prepared for Council's consideration on third and
final reading amending Chapter 22, Article I. of the Code of Ordinances
for the City of North Augusta by adding Section 22-13 to said Code,
establishing fines for parking violations.
Please see the minutes of March 5, 2018 for the proposed ordinance.
ITEM 6. ECONOMIC DEVELOPMENT: Resolution No. 2018-07 — A
Resolution Authorizing the City
Administrator to Enter into a
Contractual Arrangement for the
Purchase of Two Trolleys for
Tourism Related Activities
A resolution has been prepared for Council's consideration authorizing the
City Administrator to enter into a contractual arrangement for the purchase
or two trolleys for tourism related activities.
Please see ATTACIIMENT NO. 6 for a copy of the proposed resolution.
March 19, 2018
ITEM 7. FINANCE: Ordinance No. 2018-04 — An Ordinance
Adopting a Franchise Agreement Granting
Knology of Augusta, Inc. Non-Exclusive Rights
to Use Publicly Owned Rights-of-Way for the
Purpose of Providing Cablevision,
Telecommunications, and Related Services
within the City of North Augusta
A. Ordinance 2018-04, First Reading
An ordinance has been prepared for Council's consideration on
first reading adopting a franchise agreement granting Knology of
Augusta, Inc. non-exclusive rights to use publicly owned rights-of-
way for the purpose of providing cablevision, telecommunications,
and related services within the City of North Augusta.
Please see ATTACHMENT NO. 7-A for a copy of the proposed
ordinance.
B. Ordinance 2018-04, Second Reading
Pending Council's passage of the ordinance on first reading, it is
submitted for Council's consideration on second reading.
ATTACHMENT 6
RESOLUTION NO 2018-07
AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO A CONTRACTUAL
ARRANGEMENT FOR THE PURCHASE OF TWO TROLLEYS FOR TOURISM
RELATED ACTIVITIES
WHEREAS, the City endeavors to promote downtown North Augusta as a
destination in addition to Riverside Village; and
WHEREAS, thousands of people who will be attending events at the new
stadium will be parking in areas of downtown North Augusta and providing convenient
transportation via trolleys will make downtown an area to frequent; and
WHEREAS, the Mayor and City Council has determined that it is in the best
interest of the City that such vehicles be purchased, and that no more than $100,000.00 of
hospitality taxes, which are required to be spent for the promotion of tourism, will be
expended; and
WHEREAS, these vehicles could be used for other downtown activities such
as the Jack-O-Lantern Jubilee and Peach Jam.
NOW THEREFORE, BE IT RESOLVED by the Mayor and City Council of
the City of North Augusta, South Carolina, in meeting duly assembled and by the authority
thereof, that the City Administrator is hereby authorized to take such steps as necessary to
complete this purchase to include the execution of the Purchase Agreement and any other
documents necessary to complete the transaction.
BE IT FURTHER RESOLVED that the funds for such purchase will come
from the Riverfront Central Core Redevelopment Fund.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS
DAY OF MARCH, 2018.
Robert A. Pettit, Mayor
ATTEST:
Donna B. Young, City Clerk
ATTACHMENT 7—A
ORDINANCE NO. 2018-04
ADOPTING A FRANCHISE AGREEMENT GRANTING
KNOLOGY OF AUGUSTA, INC.
NON-EXCLUSIVE FRANCHISE RIGHTS
TO USE PUBLICLY OWNED RIGHTS-OF-WAY
FOR THE PURPOSE OF PROVIDING
CABLEVISION, TELECOMMUNICATIONS, AND RELATED SERVICES
WITHIN THE CITY OF NORTH AUGUSTA
WHEREAS, Knology of Augusta, Inc. (Knology) has requested that a franchise
agreement be issued allowing the company to use the City's publicly owned rights-of-way to
provide cablevision, telecommunications, and related services within the City; and
WHEREAS, Mayor and City Council have determined that it is in the City's best
interest to grant Knology of Augusta, Inc. a franchise.
NOW, THEREFORE BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL
FOR THE CITY OF NORTH AUGUSTA IN MEETING DULY ASSEMBLED AND BY
THE AUTHORITY THEREOF, THAT:
A non-exclusive franchise is hereby granted to Knology of Augusta, Inc. conveying to
said company the rights to use the City's publicly owned rights-of-way for the purpose
of providing cablevision, telecommunications, and related services to the citizens of
North Augusta. This non-exclusive franchise is granted in accordance with the terms
contained in the franchise agreement which is attached hereto and made a permanent
part hereof.
BE IT FURTHER ORDAINED that the City Administrator is authorized to sign the
franchise agreement on behalf of the City and in accordance with this ordinance.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF
THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS DAY OF
, 2018.
First Reading
Robert A. Pettit, Mayor
Second Reading
Third Reading _ ATTEST:
Donna B. Young, City Clerk
Y
FRANCHISE AGREEMENT
This non-exclusive Franchise Agreement (hereinafter, the "Agreement" or "Franchise
Agreement") is made between the City of North Augusta, South Carolina(hereinafter, the
"City") and KNOLOGY of Augusta, Inc. (hereinafter,the "Grantee").
The City of North Augusta, South Carolina, having determined that the financial, legal,
and technical ability of the Grantee is reasonably sufficient to provide services, facilities, and
equipment necessary to meet the future cable-related needs of the community, desires to enter
into this Franchise Agreement with the Grantee for the construction and operation of a cable
system on the terms and conditions set forth herein.
SECTION 1
Definition of Terms
1.1. Terms. For the purpose of this Franchise Agreement, the following terms, phrases,
words, and abbreviations shall have the meanings ascribed to them below. Unless otherwise
defined herein, any term not defined herein shall have the meaning assigned to such term in the
Cable Act.
"Cable Act" means Title VI of the Communications Act of 1934, as amended from time
to time, 47 U.S.C. Sections 521 et seq.
"Cable Service" means: (A) the one-way transmission to Customers of(i) video
programming, or (ii) other programming service, and (B) Customer interaction, if any, which is
required for the selection or use of such video programming or other programming service.
"Cable System" means a facility, consisting of a set of closed transmission paths and
associated signal generation, reception, and control equipment that is designed to provide Cable
Service which includes video programming and which is provided to multiple Customers
within a community, but such term does not include (A) a facility that serves only to retransmit
the television signals of one or more television broadcast stations; (B) a facility that serves
Customers without using any public right-of-way; (C) a facility of a common carrier which is
subject, in whole or in part, to the provisions of Title II of the Cable Act, except that such
facility shall be considered a Cable System (other than for purposes of Section 621(c))to the
extent such facility is used in the transmission of video programming directly to Customers,
unless the extend of such use is solely to provide interactive on-demand service; (D) an open
video system that complies with section 653 of the Cable Act; or (E) any facilities of any
electric utility used solely for operating its electric utility systems.
"Control"means the ability to direct the policies and management of the Grantee.
s
"Customer" means a Person or user of the Cable System who lawfully receives Cable
Service therefrom with the Grantee's expressed permission.
"Effective Date" means
"FCC" means the Federal Communications Commission, or successor governmental
entity thereto.
"Franchise" means the initial authorization, or renewal thereof, issued by the City,
whether such authorization is designated as a franchise, permit, license, resolution, contract,
certificate, ordinance or otherwise, which authorizes construction and operation of the Cable
System.
"Franchise Agreement" or"Agreement" shall have the meaning set forth in the
preamble hereof.
"Franchise Area" means the present legal boundaries of the City of North Augusta,
South Carolina as of the Effective Date, and shall also include any additions thereto, by
annexation or other legal mean.
"Franchising Authority" means the City of North Augusta, South Carolina or the lawful
successor,transferee, designee, or assignee thereof.
"Grantee" shall have the meaning set forth in the preamble hereof
"Gross Revenue" means any and all gross revenue actually received from the provision
of Cable Service over the Cable System within the Franchise Area. "Gross Revenue" shall
include, but not be limited to, monthly basic, premium and pay-per-view service fees,
installation fees, converter rental fees, advertising sales, and other ancillary services, and any
other source resulting from the grantee's facilities being located within the franchise area and
or the use of the City rights-of-way. "Gross Revenue" shall not include bad debt nor any taxes
imposed and/or assessed by law on Customers that the Grantee collects and pays in full to the
applicable authority.
"Person" means any natural person or any association, firm, partnership,joint venture,
corporation, or other legally recognized entity, whether for-profit or not-for profit, but shall not
mean the Franchising Authority.
"Public Way" shall mean the surface of, and the space above and below, any public
street, highway, freeway, bridge, land path, alley, court, boulevard, sidewalk, way, lane, public
way, drive, circle or other public right-of-way, including, but not limited to, public utility
easements, dedicated utility strips, or rights-of-way dedicated for compatible uses and any
temporary or permanent fixtures or improvements located thereon now or hereafter held by the
City of North Augusta in the Franchise Area, which shall entitle the Franchising Authority and
the Grantee to the use thereof for the purpose of installing, operating, repairing, and
maintaining the Cable System. Public Way shall also mean any easement now or hereafter held
by the City of North Augusta within the Franchise Area for the purpose of public travel, or for
utility or public service use dedicated for compatible uses, and shall include other easements or
rights-of-way as shall within their proper use and meaning entitle the Franchising Authority
and the Grantee to the use thereof for the purposes of installing, operating, and maintaining the
Grantee's Cable System over poles, wires, cables, conductors, ducts, conduits, vaults,
manholes, amplifiers, appliances, attachments, and other property as may be ordinarily
necessary and pertinent to the Cable System.
"Telecommunications service" means the provision, transmission, conveyance, or
routing for a consideration of voice, data, video, or any other information or signals of the
purchaser's choosing to a point, or between or among points, specified by the purchaser, by or
through any electronic, radio, or similar medium or method now in existence or hereafter
devised. The term `telecommunications service' includes, but is not limited to, local telephone
services, toll telephone services, telegraph services, teletypewriter services, teleconferencing
services, private line services, channel services, Internet protocol telephony, and mobile
telecommunications services and to the extent not already provided herein, those services
described in Standard Industrial Classification (SIC) 481 and North American Industry
Classification System (NAICS) 5133, except satellite services exempted by law.
"Telecommunications service" is further defined by South Carolina Code of Laws, Chapter 9 of
Title 58, as amended.
SECTION 2
Grant of Authority
2.1. Grant of Franchise. The Franchising Authority hereby grants to the Grantee under the
Cable Act a nonexclusive Franchise, which authorizes the Grantee to construct, and operate a
Cable System in, along, among, upon, across, above, over, under, or in any manner connected
with Public Ways within the Franchise Area, and for that purpose to erect, install, construct,
repair, replace, reconstruct, maintain, or retain in, on, over, under, upon, across, or along any
Public Way and all extensions thereof and additions thereto, such poles, wires, cables,
conductors, ducts, conduits, vaults, manholes, pedestals, amplifiers, appliances, attachments,
and other related property or equipment as may be necessary or appurtenant to the Cable
System. Nothing in this Franchise shall be construed to prohibit the Grantee from offering any
service over its Cable System that is not prohibited by federal, state or local law.
2.2. Build-Out. This agreement does not require Grantee to provide ubiquitous service
throughout all of North Augusta as a public service provider. Not withstanding the foregoing,
the Grantee agrees that, within five (5) years of the date of this Franchise, it will deploy its
System in such a manner that it is capable of providing service to at least 85% of the residents
of North Augusta.
2.3. Term of Franchise. The term of the Franchise granted hereunder shall be for an initial
term of five (5) years, commencing and ending , with an
automatic renewal of an additional five (5) years if the Grantee has satisfactorily met the
requirements of section 2.2 above, unless the Franchise is renewed or is lawfully terminated in
accordance with the terms of this Franchise Agreement.
2.4. Renewal. Except for Grantee's failure to meet the requirements of section 2.2 above,
any renewal of this franchise shall be governed by and comply with the provisions of Section
626 of the Cable Act, as amended.
2.5. Reservation of Authority. Nothing in this Franchise Agreement shall (A) abrogate the
right of the Franchising Authority to perform any public works or public improvements of any
description, (B) be construed as a waiver of any codes or ordinances of general applicability
promulgated by the Franchising Authority, or (C) be construed as a waiver or release of the
rights of the Franchising Authority in and to the Public Ways.
2.6. Competitive Equity.
2.6.1. The Grantee acknowledges and agrees that the Franchising Authority reserves
the right to grant one or more additional franchises to provide Cable Service within the
Franchise Area; provided, however, that no such franchise agreement shall contain terms or
conditions more favorable or less burdensome to the competitive entity than the material terms
and conditions herein, including, but not limited to, franchise fees; insurance; system build-out
requirements; performance bonds or similar instruments; public, education and government
access channels and capital support; customer service standards; required reports and related
record keeping; liquidated damages and other sanctions; and universal service. If any such
additional and/or competitive franchise is granted by the Franchising Authority which, in the
reasonable opinion of the Grantee, contains more favorable or less burdensome terms or
conditions than this Franchise Agreement, then the Grantee may give written notice to the
Franchising Authority stating the specific terms and/or conditions in the competitive franchise
that are more favorable or less burdensome than those contained in this Franchise Agreement.
Upon receipt of any such notice, if the Franchising Authority, acting reasonably, agrees with
the Grantee's assertion, then the Franchising Authority shall modify this Franchise Agreement
to include any more favorable or less burdensome term or condition, provided, the Grantee
agrees, upon the request of the Franchising Authority, to also modify this Franchise Agreement
to include any term or condition contained in the competitive franchise that is more favorable
to the Franchising Authority or more burdensome to the Grantee, in order that one operator not
be granted an unfair competitive advantage over another, and to provide all parties equal
protection under the law.
•
2.6.2. Any franchise granted by the Franchising Authority shall be non-exclusive.
Any Person including the City of North Augusta, desiring a new cable television franchise in
the Franchising Area shall file with the Franchising Authority an application for a new cable
television franchise in a form acceptable or specified by the Franchising Authority, and in
accordance with procedures and schedules established by the Franchising Authority. In the
event an application for a new cable television franchise is filed with the Franchising Authority
proposing to serve the Franchising Area, in whole or in part, the Franchising Authority shall
serve a copy of such application upon any existing Grantee or incumbent cable operator by
registered or certified mail.
SECTION 3
The System
3.1. Permits and General Obligations. The Grantee shall be responsible for obtaining, at its
own cost and expense, all permits, licenses, or other forms of approval or authorization
necessary to construct, operate, maintain or repair the Cable System, or any part thereof, prior
to the commencement of any such activity. Construction, installation, and maintenance of the
Cable System shall be performed in a safe, thorough and reliable manner using materials of
good and durable quality. All transmission and distribution structures, poles, other lines, and
equipment installed by the Grantee for use in the Cable System in accordance with the terms
and conditions of this Franchise Agreement shall be located so as to minimize the interference
with the proper use of the Public Ways and the rights and reasonable convenience of property
owners who own property that adjoins any such Public Way.
3.2. Conditions on Street Occupancy.
3.2.1. New Grades or Lines. If the grades or lines of any Public Way within the
Franchise Area are lawfully changed at any time during the term of this Franchise Agreement,
then the Grantee shall, upon reasonable written notice from the Franchising Authority and at its
own cost and expense, protect or promptly alter or relocate the Cable System, or any part
thereof, so as to conform with any such new grades or lines
3.2.2. Relocation at request of Third Party. The Grantee shall, upon reasonable prior
written request of any Person holding a permit issued by the Franchising Authority to move any
structure, temporarily move its wires to permit the moving of such structure; provided (i) the
Grantee may impose a reasonable charge on any Person for the movement of its wires, and
such charge may be required to be paid in advance of the movement of its wires; and (ii)the
Grantee is given not less than ten (10)business days advance written notice to arrange for such
temporary relocation.
3.2.3. Restoration of Public Ways. If in connection with the construction, operation,
maintenance, or repair of the Cable System, the Grantee disturbs, alters, or damages any Public
Way, the Grantee agrees that it shall at its own cost and expense replace and restore any such
Public Way to a condition reasonably comparable to the condition of the Public Way existing
immediately prior to the disturbance.
3.2.4. Safety Requirements. The Grantee shall, at its own cost and expense,
undertake all necessary and appropriate efforts to maintain its work sites in a safe manner in
order to prevent failures and accidents that may cause damage, injuries or nuisances. All work
undertaken on the Cable System shall be performed in substantial accordance with applicable
FCC or other federal, state, and local regulations and the National Electric Safety Code. The
Cable System shall not unreasonably endanger or interfere with the safety of Persons or
property in the Franchise Area.
3.2.5. Trimming of Trees and Shrubbery. The Grantee shall have the authority to
trim trees or other natural growth overhanging any of its Cable System in the Franchise Area so
as to prevent contact with the Grantee's wires, cables, or other equipment. All such trimming
shall be done at the Grantee's sole cost and expense. The Grantee shall reasonably compensate
the City of North Augusta for any damage caused by such trimming, or shall, in its sole
discretion and at its own cost and expense, reasonably replace all trees or shrubs so damaged.
Such replacement shall satisfy any obligations the Grantee may have to the Franchising
Authority pursuant to the terms of this Section 3.2.5.
3.2.6. Aerial and Underground Construction. If all of the transmission and
distribution facilities of all of the respective public or municipal utilities in any area of the
Franchise Area are underground, the Grantee shall place its Cable Systems' transmission and
distribution facilities underground; provided that such facilities are actually capable of
receiving the Grantee's cable and other equipment without technical degradation of the Cable
System's signal quality. In any region(s) of the Franchise Area where the transmission or
distribution facilities of the respective public or municipal utilities are both aerial and
underground, the Grantee shall have the sole discretion to construct, operate, and maintain all
of its transmission and distribution facilities, or any part thereof, aerially or underground. For
the "Downtown District," and "Riverfront Re-Development District" the facilities shall be
placed underground provided that all other company's facilities are underground.
Nothing in this Section 3.2.6. shall be construed to require the Grantee to construct,
operate, or maintain underground any ground-mounted appurtenances such as customer taps,
line extenders, system passive devices, amplifiers, power supplies, pedestals, or other related
equipment. Notwithstanding anything to the contrary contained in this Section 3.2.6., in the
event that all of the transmission or distribution facilities of all of the respective public or
municipal utilities are required to be placed underground after the Effective Date of this
Franchise Agreement, the Grantee shall only be required to construct, operate and maintain all
of its transmission and distribution facilities underground if it is given reasonable notice and
access to the public and municipal utilities' facilities at the time that such are placed
underground.
SECTION 4
Service Obligations
4.1. General Service Obligation. The Grantee shall provide Cable Service to every
dwelling unit within the Franchise Area reaching the minimum density of at least thirty (30)
dwelling units per mile, not presently served with Cable Service. The Grantee shall offer
Cable Service to all new homes or previously unserved homes located within 150 feet of the
Grantee's distribution cable.
The Grantee may elect to provide Cable Service to areas not meeting the above density
standards. The Grantee may impose an additional charge in excess of its regular installation
charge for any service installation requiring a drop in excess of the above standards. Any such
additional charge shall be computed on a time plus materials basis to be calculated on that
portion of the installation which exceeds the 150-foot standard set forth above.
4.2. Programming. The Grantee shall offer to all Customers a diversity of video
programming services.
4.3. No Discrimination. Neither the Grantee nor any of its employees, agents,
representatives, contractors, subcontractors, or consultants, nor any other Person, shall
discriminate or permit discrimination between or among any Persons in the availability of
Cable Services provided in connection with the Cable System in the Franchise Area. It shall be
the right of all Persons to continuously receive all available services provided on the Cable
System so long as such Person's financial or other obligations to the Grantee are satisfied.
4.4. New Developments. It is the intent of this section that all new developments shall
have access to cablevision services and, whenever possible, the installation/expansion of the
cablevision system for newly developed subdivisions shall occur prior to the final plat
approval by the North Augusta Planning Commission.
The Grantee shall extend its system, at its sole cost, to any development which both(1) is
contiguous or is within one-half mile of the cable plant of its existing system, and (2) has a
designed build-out density equal to 30 or more homes per mile.
For any new development which does not meet either or both of the above location and density
criteria, the Grantee shall be willing to install its cable plant prior to final plat approval if the
developer and/or property owners and the Grantee have come to an agreement regarding a
sharing of up-front costs of the extension of the system, with the developer to be reimbursed as
homes are constructed, on terms and conditions mutually agreed to by the Grantee and the
developer/property owner.
For developments meeting these requirements, the Grantee shall install the cable system prior
to final plat approval. When the extension of the cable system is not possible prior to the final
plat approval of the Planning Commission, the Grantee shall demonstrate why. The Company
and the developer shall jointly furnish evidence to the City of their inability to install the cable
system under the guidelines established above.
All cable plant line extensions in newly developed subdivisions shall be made by utilizing
underground connections. No road cuts shall be permitted unless authorized by the City of
North Augusta.
The Franchising Authority shall provide the Grantee with written notice of the issuance of
building or development permits for planned developments within the Franchise Area
requiring under-grounding of cable facilities. The Grantee shall be responsible for engineering
and deployment of labor applicable to its cable facilities. Installation of cable facilities from
utility easements to individual homes or other structures shall be at the cost of the
home/building owner or developer unless otherwise provided.
4.5. Prohibition against Reselling Service. No Person shall resell, without the express prior
written consent of the Grantee, any Cable Service, program or signal transmitted over the
Cable System by the Grantee.
4.6. North Augusta Business Office. The company shall either; (1) Maintain a full service
North Augusta business office within the corporate limits of the City of North Augusta at
which customers may register in person with employees of the Company any complaints or
general inquiries, make payments, arrange for initial service or changes in service, pick up or
return of equipment and serve any other"walk-in"traffic; or (2) Maintain its Area's Main
Office within three (3) miles from the corporate limits of the City of North Augusta while
maintaining a "walk-in" payment center located within the corporate limits of the City of North
Augusta.
SECTION 5
Fees and Charges to Customers
5.1. Rates, Fees, Charges. All rates, fees, charges, deposits and associated terms and
conditions to be imposed by the Grantee or any affiliated Person for any Cable Service as of the
Effective Date shall be in accordance with the FCC's rate regulations. Before any new or
modified rate, fee, or charge is imposed, the Grantee shall follow the applicable FCC notice
requirements and rules and notify affected Customers, which notice may be by any means
permitted under applicable law. Except to the extent otherwise expressly permitted by
applicable law, the Grantee shall provide Cable Service to each resident in the Franchise Area
in accordance with a uniform rate structure throughout the Franchise Area. The preceding
requirement shall not prevent the Grantee from using bulk, commercial, promotional and other
rates in accordance with federal law.
SECTION 6
Customer Service Standards; Customer Bills;
and Privacy Protection
6.1. Customer Service Standards. The Franchising Authority adopts the customer service
standards and rules set forth in Part 76, §76.309 of the FCC's rules and regulations. The
Grantee shall comply in all respects with the customer service requirements established by the
FCC pursuant to §632(c) of the Cable Act and any corresponding regulations, thereto.
6.2. Customer Bills. Customer bills shall be designed in such a way as to present the
information contained therein clearly and comprehensibly to Customers, and in a way that (A)
is not misleading, (B) does not omit material information, and (C) does not mischaracterize any
information. Notwithstanding anything to the contrary in Section 6.1, above, the Grantee may,
in its sole discretion, consolidate costs on Customer bills as may otherwise be permitted by
Section 622(c) of the Cable Act (47 U.S.C. §542(c)).
6.3. Privacy Protection. The Grantee shall comply with Section 631 of the Cable Act and
regulations adopted pursuant thereto.
SECTION 7
Oversight and Regulation by Franchising Authority
7.1. Franchise Fees and Business Licenses.
7.1.1. Franchise Fees for Cable and Associated Services. The Company shall pay to
the City a franchise fee of five percent (5%) of Gross Revenue. The payment of franchise fees
shall be made on a quarterly basis and shall be due forty-five (45) days after the close of each
quarter. Each franchise fee payment shall be accompanied by a certified report from a
representative of the Company, which shows the basis for the computation of all Gross
Revenue actually received from the operation of the Company's system for the provision of any
and all services within the Franchise Area during the period for which such franchise fee
payment is made. If the franchise fee payment is not actually received by the City on or before
the applicable due date set forth in this Section 7.1, interest shall accrue on the outstanding
amount at the rate of one and one half percent (1 & V2 %)per calendar month or any portion
thereof.
7.1.2. Franchise Fees/ Business Licenses Fees for Telecommunications Service. The
Company shall pay to the City a franchise fee and business license fee for telecommunications
services in accordance with the provisions of Chapter 9 of Title 58 of the 1976 South Carolina
Code, as amended.
7.2. Franchise Fees Subject to Audit.
7.2.1. Upon reasonable prior written notice, during normal business hours, the
Franchising Authority shall have the right to inspect the Grantee's financial records used to
calculate the Franchising Authority franchise fees, and the right to audit and to re-compute any
amounts determined to be payable under this Section; provided, however,that any such audit
shall take place within three (3) years from the date the Franchising Authority receives such
payment, after which period any such payment shall be considered final.
7.2.2. Upon the completion of any such audit conducted by the Franchising Authority,
the Franchising Authority shall provide to the Grantee a final audit report, which sets forth the
Franchising Authority's findings in detail, including any and all substantiating evidence. The
Grantee shall have thirty (30) days from the receipt of the audit report to provide the
Franchising Authority with a written response to the audit report, including any substantiating
evidence. Any "Finally Settled Amount(s)" due to the Franchising Authority as a result of such
audit shall be paid to the Franchising Authority by the Grantee within thirty (30) days from
receipt of written notice of the Final Settlement Amount from the Franchising Authority For
purposes of this Section 7 the term "Finally Settled Amount(s)" shall mean the agreed upon
underpayment, if any, to the Franchising Authority by the Grantee as a result of any such audit.
The Franchising Authority shall bear the expense of any inspection or audit of the Grantee's
books and records.
7.3. Oversight of Franchise. In accordance with applicable law, the Franchising Authority
shall have the right to oversee, regulate and, on reasonable prior written notice, periodically
inspect the construction, operation and maintenance of the Cable System in the Franchise Area,
and all parts thereof, to monitor Grantee's compliance with the provisions of this Franchise
Agreement.
7.4. Technical Standards. The Grantee shall comply with all appropriate technical standards
of the FCC as published in subpart K of 47 C.F.R. § 76. To the extent those standards are
altered, modified, or amended during the term of this Franchise, the Grantee shall comply with
such alterations, modifications or amendments within a reasonable period after their adoption
by the FCC. As provided in these rules, the Franchising Authority shall have, upon written
request, the right to obtain a copy of tests and records required to be performed pursuant to the
FCC's rules.
7.5. Sub-Contractors. Any sub-contractor hired by the Company to install its system or
for any other purpose shall obtain a business license from the City. All sub-contractors must
have identification on each vehicle and on each employee that clearly displays the sub-
contractor's company name and Grantees name. Under no circumstances shall a sub-contractor
operate under this franchise agreement
7.6. Maintenance of Books, Records, and Files.
7.6.1. Books and Records. Throughout the term of this Franchise Agreement, the
Grantee agrees that the Franchising Authority, upon reasonable prior written notice to the
Grantee, may review such of the Grantee's books and records regarding the operation of the
Cable System and the provision of Cable Service in the Franchise Area which are reasonably
necessary to monitor Grantee's compliance with the provisions of this Franchise Agreement at
the Grantee's business office, during normal business hours and without unreasonably
interfering with Grantee's business operations. Such books and records shall include, without
limitation, any records required to be kept in a public file by the Grantee pursuant to the rules
and regulations of the FCC. All such documents pertaining to financial matters that may be the
subject of an audit by the Franchising Authority shall be retained by the Grantee for a minimum
period of three (3) years.
7.6.2. File for Public Inspection. Throughout the term of this Franchise Agreement,
the Grantee shall maintain at its business office, in a file available for public inspection during
normal business hours, those documents required pursuant to the FCC's rules and regulations.
7.6.3. Proprietary Information. Notwithstanding anything to the contrary set forth in
this Section 7, the Grantee shall not be required to disclose information which it reasonably
deems to be proprietary or confidential in nature. The Franchising Authority agrees to treat any
information disclosed by the Grantee as confidential and only to disclose it to employees,
representatives, and agents of the Franchising Authority that have a need to know, or in order to
enforce this Franchise Agreement and who agree to maintain the confidentiality of all such
information. The Grantee shall not be required to provide Customer information in violation of
Section 631 of the Cable Act. For purposes of this Section 7 the terms "proprietary or
confidential" include, but are not limited to, information relating to the Cable System design,
Customer lists, Cable Service and marketing plans, financial information unrelated to the
calculation of franchise fees or rates pursuant to FCC rules, or other information that is
reasonably determined by the Grantee to competitively sensitive.
7.7. Transfer or Change of Control of Franchise. Neither the Grantee nor any other Person
may transfer the Cable System or the Franchise without the prior written consent of the
Franchising Authority , which consent shall not be unreasonably withheld. No such consent
shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by
assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System
in order to secure indebtedness, or(ii) a transfer to an entity owned and/or Controlled by
KNOLOGY of Augusta, Inc.. Within thirty (30) days of receiving a request for transfer, the
Franchising Authority shall, in accordance with FCC rules and regulations, notify the Grantee
in writing of the information it requires to determine the legal, financial and technical
qualifications of the transferee. If the Franchising Authority has not taken action on the
Grantee's request for transfer within one hundred twenty (120) days after receiving such
request, consent to the transfer shall be deemed given.
SECTION 8
Insurance and Indemnity
8.1. Insurance. Throughout the term of this Franchise Agreement,the Grantee shall, at its
own cost and expense, maintain Comprehensive General Liability Insurance and provide the
Franchising Authority, certificates of insurance designating the Franchising Authority and its
officers, boards, commissions, councils, elected officials, agents and employees as additional
insureds and demonstrating that the Grantee has obtained the insurance required in this Section
8. Such policy or policies shall be in the minimum amount of One Million Dollars
($1,000,000.00) for bodily injury or death to any one person, and One Million Dollars
($1,000,000.00) for bodily injury or death of any two or more persons resulting from one
occurrence, and One Million Dollars (1,000,000.00) for property damage resulting from any
one accident. Such policy or policies shall be non-cancelable except upon thirty (30) days prior
written notice to the Franchising Authority. The Grantee shall provide workers' compensation
coverage in accordance with applicable law. The Grantee shall indemnify and hold harmless
the Franchising Authority from any workers compensation claims to which the Grantee may
become subject during the term of this Franchise Agreement
8.2. Indemnification. The Grantee shall indemnify, defend and hold harmless the
Franchising Authority, its officers, employees, and agents from and against any liability or
claims resulting from property damage or bodily injury (including accidental death), which
arise out of the Grantee's construction, operation, or maintenance of its Cable System,
including, but not limited to, reasonable attorneys' fees and costs, provided that the Franchising
Authority shall give the Grantee written notice of its obligation to indemnify the Franchising
Authority within ten (10) business days of receipt of a claim or action pursuant to this Section
8.2. If the Franchising Authority determines that it is necessary for it to employ separate
counsel, the costs for such separate counsel shall be the responsibility of the Franchising
Authority.
SECTION 9
System Description and Service
9.1. During the term of this Agreement the Grantee's Cable System shall be capable of
providing a minimum of 80 channels of video programming with satisfactory reception
available to its customers in the Franchise Area.
9.2. Service to School Buildings. The Grantee shall provide free `Basic" and "Expanded
Basic"tier Cable Service, and free installation of one outlet to each public and private school
located in the Franchise Area within 150 feet of the Grantee's distribution cable.
9.3. Service to Governmental and Institutional Facilities. The Grantee shall provide free
"Basic" and "Expanded Basic"tier Cable Service and free installation of one outlet to each
non-residential municipal building located in the Franchise Area within 150 feet of the
Grantee's distribution cable.
9.4. Governmental Channel. The Grantee agrees to provide to the City a reasonable
amount of air time on one shared channel for governmental or educational purposes, at no
charge to the City. The Grantee shall have the right to use any unused time on such channel
9.5. Fiber Optic Services. Upon request of the City, the Grantee shall provide fiber optic
network services available through its CATV and Telecommunications System from one city
owned facility to another city owned facility at one-half the price charged to private customers,
for similar services.
SECTION 10
Enforcement and Termination of Franchise
10.1 Notice of Violation or Default. In the event the Franchising Authority believes that
the Grantee has not complied with the material terms of the Franchise, it shall notify the
Grantee in writing with specific details regarding the exact nature of the alleged noncompliance
or default.
10.2. Grantee's Right to Cure or Respond. The Grantee shall have forty-five (45) days from
the receipt of the Franchising Authority's notice described in Section 10.1, above: (A) to
respond to the Franchising Authority, contesting the assertion of noncompliance or default, or
(B) to cure such default, or (C) in the event that, by nature of the default, such default cannot be
cured within the forty-five (45) day period, initiate reasonable steps to remedy such default and
notify the Franchising Authority of the steps being taken and the projected date that they will
be completed.
10.3. Public Hearings. In the event the Grantee fails to respond to the Franchising Authority
notice described in Section 10.1., above, or in the event that the alleged default is not remedied
within forty-five (45) days or the date projected pursuant to Section 10.2., above, the
Franchising Authority shall schedule a public hearing to investigate the default. Such public
hearing shall be held at the next regularly scheduled meeting of the Franchising Authority that
is scheduled at a time, which is no less than ten (10) business days therefrom. The Franchising
Authority shall notify the Grantee in writing of the time and place of such meeting and provide
the Grantee with a reasonable opportunity to be heard.
10.4. Enforcement. Subject to applicable federal and state law, in the event the Franchising
Authority, after such meeting, determines that the Grantee is in default of any provision of the
Franchise, the Franchising Authority may:
10.4.1. seek specific performance of any provision, which reasonably lends itself to
such remedy, as an alternative to damages or seek other equitable relief; or
10.4.2. in the case of a substantial default of a material provision of the Franchise,
declare the Franchise Agreement to be revoked in accordance with the following:
(i) The Franchising Authority shall give written notice to the Grantee of its
intent to revoke the Franchise on the basis of a pattern of noncompliance by the Grantee,
including one or more instances of substantial noncompliance with a material provision of the
Franchise. The notice shall set forth with specificity the exact nature of the noncompliance.
The Grantee shall have ninety (90) days from the receipt of such notice to object in writing and
to state its reasons for such objection. In the event the Franchising Authority has not received a
satisfactory response from the Grantee, it may then seek termination of the Franchise at a
public hearing. The Franchising Authority shall cause to be served upon the Grantee, at least
ten(10) days prior to such public hearing, a written notice specifying the time and place of such
hearing and stating its intent to request termination of the Franchise.
(ii) At the designated hearing, the Franchising Authority shall give the
Grantee an opportunity to state its position on the matter, present evidence and question
witnesses, after which it shall determine whether or not the Franchise shall be revoked. The
public hearing shall be on the record and a written transcript shall be made available to the
Grantee within ten (10) business days. The decision of the Franchising Authority shall be in
writing and shall be delivered to the Grantee in the manner set forth in Section 11.2 herein. The
Grantee may appeal such determination to an appropriate court, which shall have the power to
review the decision of the Franchising Authority"de novo" and to modify or reverse such
decision as justice may require. Such appeal to the appropriate court must be taken within sixty
(60) days of the issuance of the determination of the Franchising Authority.
(iii) The Franchising Authority may, at its sole discretion, take any lawful
action that it deems appropriate to enforce its rights under the Franchise in lieu of revocation.
10.5. Technical Violation. The Franchising Authority agrees that it is not its intention to
subject the Grantee to penalties, fines, forfeitures or revocation of the Franchise for so-called
"technical" breach(es) or violation(s) of the Franchise, which shall include, but not be limited,
to the following:
10.5.1. In instances or for matters where a violation or a breach of the Franchise by the
Grantee was good faith error that resulted in no or minimal negative impact on the Customers
within the Franchise Area; or
10.5.2. Where there existed circumstances reasonably beyond the control of the Grantee
and which precipitated a violation by the Grantee of the Franchise, or which were deemed to
have prevented the Grantee from complying with a term or condition of the Franchise.
SECTION 11
Miscellaneous Provisions
11.1 Force Majeure. The Grantee shall not be held in default under, or in noncompliance
with, the provisions of the Franchise, nor suffer any enforcement or penalty relating to
noncompliance or default (including termination, cancellation or revocation of the Franchise),
where such noncompliance or alleged defaults occurred or were caused by strike, riot, war,
earthquake, flood, tidal wave, unusually severe rain or snow storm, hurricane, tornado or other
catastrophic act of nature, labor disputes, governmental, administrative or judicial order or
regulation or other event that is reasonably beyond the Grantee's ability to anticipate or control.
This provision also covers work delays caused by waiting for utility providers to service or
monitor their own utility poles on which the Grantee's cable and/or equipment is attached, as
well as unavailability of materials and/or qualified labor to perform the work necessary.
11.2. Notice. All notices shall be in writing and shall be sufficiently given and served upon
the other party by hand delivery, first class mail, registered or certified, return receipt
requested, postage prepaid, or by facsimile with confirmed transmission and addressed as
follows:
The Franchising Authority: City of North Augusta
City Administrator
400 East Buena Vista Avenue
North Augusta, South Carolina 29841-4108
The Grantee: KNOLOGY OF Augusta, Inc.
1241 O.G. Skinner Drive
West Point, GA 31833
Attention: General Counsel
11.3. Entire Agreement. This Franchise Agreement, including all Exhibits, embodies the
entire understanding and agreement of the Franchising Authority and the Grantee with respect
to the subject matter hereof. All ordinances or parts of ordinances or other agreements between
the Grantee and the Franchising Authority that are in conflict with the provisions of this
Franchise Agreement are hereby declared invalid and superseded and this Franchise Agreement
shall control.
11.4. Severability. If any section, subsection, sentence, clause, phrase, or other portion of
this Franchise Agreement is, for any reason, declared invalid, in whole or in part, by any court,
agency, commission, legislative body, or other authority of competent jurisdiction, such portion
shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect
the validity of the remaining portions hereof, which other portions shall continue in full force
and effect.
11.5. Governing Law. This Franchise Agreement shall be deemed to be executed in the City
of North Augusta, State of South Carolina, and shall be governed in all respects, including
validity, interpretation and effect, and construed in accordance with, the laws of the State of
South Carolina, as applicable to contracts entered into and performed entirely within the State.
11.6. Modification. No provision of this Franchise Agreement shall be amended or otherwise
modified, in whole or in part, except by an instrument, in writing, duly executed by the
Franchising Authority and the Grantee, which amendment shall be authorized on behalf of the
Franchising Authority through the adoption of an appropriate resolution or order by the
Franchising Authority, as required by applicable law.
Dated this the day of , 2018.
IN WITNESS WHEREOF, the City of North Augusta and KNOLOGY of Augusta, Inc.
have executed this Franchise Agreement as of the date and year first above written.
Franchising Authority:
City of North Augusta, South Carolina
Post Office Box 6400
Aiken, South Carolina 29861-6400
BY:
B. Todd Glover
City Administrator
WITNESS:
STATE OF SOUTH CAROLINA
COUNTY OF AIKEN
Personally appeared before me and made oath that he/she saw
the within B. Todd Glover sign, seal, and as his act and deed, deliver the within Agreement,
and that she with witnessed
the execution thereof.
Sworn to before me this
day of , 2018.
Notary Public
Notary Public for
My Commission Expires
I
KNOLOGY of Augusta, Inc.
BY:
WITNESS:
ATTEST:
Witness 1
Witness 2 SECRETARY
STATE OF SOUTH CAROLINA
COUNTY OF AIKEN
Personally appeared before me (Witness 1) and
made oath that saw the within sign, seal, and as
his act and deed, deliver the within Agreement, and that
(Witness 1) with (Witness 2) witnessed the execution
thereof.
Sworn to before me this
day of , 2018.
Notary Public
Notary Public for
My Commission Expires
NOTES
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NOTES
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}
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