Loading...
HomeMy WebLinkAbout7.A. Centurylink Application for cable communications franchise 011.11411 Public Hearings 7. A. SHAKOPE F TO: Mayor and City Council FROM: John Peterson, Telecommunications Coordinator DATE: 06/16/2015 SUBJECT: CenturyLink Application for Cable Communications Franchise (D) Action Sought The City Council is asked to conduct a public hearing to consider an application from CenturyLink to grant an additional Cable Communications Franchise. Background In early 2015 CenturyLink met with City staff and the City's cable franchise attorney, Mr. Brian Grogan, to express its interest in a Cable Communications Franchise in Shakopee. Following this request, the City prepared the necessary documents to comply with the franchising procedure required under Minnesota law. On April 16 and 23, 2015, the City published a Notice of Intent to consider applications for a cable franchise as well as a request for proposals. Copies of these documents were sent to Comcast, the current cable operator, and to CenturyLink. On May 13, 2015, the City received an application from CenturyLink. The City of Shakopee currently has a Cable Communications Franchise agreement with Comcast Cable. This agreement is nonexclusive. Therefore, the City has the ability to grant any number of additional franchises. However, state law requires that any additional franchises be no less burdensome or more favorable than the existing franchise. By approving an additional franchise agreement, the City has the opportunity to facilitate competition and consumer choice in the local cable market. The purpose of the public hearing is to: •Receive comment regarding the application received from CenturyLink; and •Consider the legal, technical and financial qualifications of the Applicant. The City's attorney, Brian Grogan, will present an overview of the franchising process and review some of the likely issues associated with issuing a second cable franchise. Representatives of CenturyLink are expected to provide a presentation regarding their application. Representatives of Comcast, the current cable grantee, may attend and wish to speak as well. No decision by the Council is required or requested the night of the public hearing. Requested Action The Council is asked to open the public hearing, take testimony and then provide direction to staff in regards to desired next steps. Attachments: Notice of Intent Request for Proposal Form CenturyLink Letter to Shakopee CenturyLink Application NOTICE BY THE CITY OF SHAKOPEE, MINNESOTA OF ITS INTENT TO CONSIDER AN APPLICATION FOR A FRANCHISE Notice is hereby given that it is the intent of the City Council of the City of Shakopee, Minnesota, to consider applications for a franchise for the purpose of operating a cable communications system to serve the City of Shakopee, Minnesota. This notice is given in accordance with the requirements of Minn. Stat. § 238.081. The complete Request for Proposals/Official Application form is available upon request from the City of Shakopee, 129 Holmes Street South, Shakopee, MN 55379 or via email to jpeterson@ShakopeeMN.gov with the subject line"Request for Official Cable Communications Franchise RFP". A. The deadline for submitting applications is May 15, 2015. B. Applications shall be in writing, notarized, in a format consistent with the Request for Proposals, and sealed with one (1) paper and one (1) electronic copies enclosed. Applications shall be delivered to the attention of John Peterson, Telecommunications Coordinator, City of Shakopee, 129 Holmes Street South, Shakopee, MN 55379. Two (2) additional copies shall be simultaneously submitted to the City's outside legal counsel, Brian Grogan, Moss & Barnett at 150 South Fifth Street, Suite 1200, Minneapolis, Minnesota 55402. C. Pursuant to Minn. Stat. 238.081 subd. 8, applicants will be required to reimburse the City for all necessary costs of processing a cable communications franchise. Each application shall include an application fee of three hundred and fifty dollars ($350.00) in the form of a check made payable to the City of Shakopee, Minnesota. Each applicant shall also include an escrow amount of seven thousand five hundred dollars ($7,500) in the form of a check made payable to the City of Shakopee, Minnesota. Any unused portion of the escrow fee shall be returned to the Applicant and any additional fees required to process the application and franchise beyond the escrow fee shall be assessed to the Applicant. D. Applicants are requested to be present at a public hearing before the City Council that is presently scheduled to be held at City Hall, beginning at 7:00 p.m. on June 16, 2015. Each applicant will be given time to summarize its application. E. The Request for Proposals sets forth in detail the expectations of the City of Shakopee, Minnesota and the requirements of the content of the franchise proposal and are made in conformance to the requirements of Minn. Stat. § 238.081, subd. 4. F. The services to be offered are identified in the Request for Proposals and include a system providing public, educational and governmental access channels consistent with state law; a mix, level and quality of programs and services comparable to other systems in the region serving similar sized communities and customer services and maintenance plans to ensure quality service to the 2791548v1 subscriber. The Request for Proposals provides further details of the services to be offered. G. The criteria for evaluating the applications and priorities for selection are as follows: 1. The completeness of applications and conformance to Request for Proposals; 2. Customer service policies and system testing; 3. The legal, technical, and financial qualifications of the applicant; and 4. The proposal for community services, including public, educational, and governmental access in accordance with state law. H. Applications which meet the above criteria in the opinion of the City Council shall be considered for a franchise. I. The applicant(s) selected by the City Council will be required to accept the franchise documents granted within thirty (30) days after adoption. J. All questions concerning this request should be directed to John Peterson, Telecommunications Coordinator, City of Shakopee, 129 Holmes Street South, Shakopee, MN 55379; phone (952) 233-9310. Date: April 16, 2015 CITY OF SHAKOPEE, MINNESOTA By: Its: 2791548v1 REQUEST FOR PROPOSALS Official Application Form Applicants interested in submitting a proposal for a cable communications franchise shall submit the following information as required by Minnesota Statutes Section 238.081 (subd. 4)to the City of Shakopee, Minnesota ('City") on or before May 15, 2015. A. Plans for channel capacity, including both the total number of channels capable of being energized in the system and the number of channels to be energized immediately. B. A statement of the television and radio broadcast signals for which permission to carry will be requested from the Federal Communications Commission. C. A description of the proposed system design and planned operation, including at least the following items: 1. The general area for location of antenna and headend, if known; 2. The schedule for activating cable and two-way capacity; 3. The type of automated services to be provided; 4. The number of channels and services to be made available for access cable broadcasting; and 5. A schedule of charges for facilities and staff assistance for access cable broadcasting. D. Terms and conditions under which particular service is to be provided to governmental and educational entities. E. A schedule of proposed rates in relation to the services to be provided and a proposed policy regarding unusual or difficult connection of services. F. A time schedule for construction of the entire system with the time sequence for wiring the various parts of the area requested to be served. G. A statement indicating the applicant's qualifications and experience in the cable communications field, if any. H. An identification of the municipalities (including contact information for the municipal officials in each community) in which the applicant either owns or operates a cable communications system, directly or indirectly, or has outstanding franchises for which no system has been built. I. Plans for financing the proposed system, which must indicate every significant anticipated source of capital and significant limitations or conditions with respect to the availability of the indicated sources of capital. This information should include: 1. Current financial statements; 1 2791549v1 2. Proposed sources and uses of funds for the construction project; 3. Financial budgets for the next three (3) years; 4. Documentation regarding the commitment of funds; and 5. Any other information that applicant determines would be useful in evaluating its financial qualifications. J. A statement of ownership detailing the corporate organization of the applicant, if any, including the names and addresses of officers and directors and the number of shares held by each officer or director, and intercompany relationship, including the parent, subsidiary or affiliated company. K. A notation and explanation of omissions or other variations with respect to the requirements of the proposal. Substantive amendments may be made to a proposal after a proposal has been submitted only upon approval of the City and before the award of a franchise. All proposals must be notarized and must include responses to the above information requests, as well as the information requested in the Notice by the City of its Intent to Franchise a Cable Communications System, available from the City upon request. Applicants are advised that Comcast currently provides cable television service throughout the City of Shakopee, Minnesota. The City reserves its right to request additional information of any applicant at any time during this process. Any questions regarding this Request for Proposals may be directed in writing to John Peterson, Telecommunications Coordinator, City of Shakopee, 129 Holmes Street South, Shakopee, MN 55379; phone (952) 233-9310. 2 2791549v1 CenturyLink® Patrick Haggerty Director of State Regulatory and Legislative Affairs (651)312-5630 May 13, 2015 VIA COURIER AND E-MAIL Mr.John Peterson Telecommunications Coordinator City of Shakopee 129 Holmes Street South Shakopee, MN 55379 Re: Application of Qwest Broadband Services, Inc.d/bja CenturyLink for Cable Communications Services Franchise in Shakopee, Minnesota Dear Mr. Reardon: In response to the City of Shakopee's Notice of Intent to Consider an Application for a Franchise and Request for Proposals, enclosed please find one copy of Qwest Broadband Services, Inc.,d/b/a CenturyLink's notarized application for a cable communications franchise in the City of Shakopee, Minnesota. Trade secret information has been redacted from the enclosed copy. Your counsel, Brian Grogan, has been served with one copy that contains the trade secret information as well as a public version. Also, enclosed are checks in the amounts of$350 and $7,500 payable to the City of Shakopee in full payment of its application and escrow fees. Please do not hesitate to contact me or any other designated representative of the Company if you have any questions. CenturyLink looks forward to working with and bringing facilities based video competition to the City of Shakopee. Ve truly yours, Patrick Haggerty Enclosures cc: Mr. Brian Grogan 200 South 5th Street,Room 2200 Minneapolis, MN 55402 www.centurylink.com CITY OF SHAKOPEE APPLICATION OF QWEST BROADBAND SERVICES.INC.D/B/A CENTURYLINK FOR A COMPETITIVE CABLE FRANCHISE Qwest Broadband Services, Inc., d/b/a CenturyLink("CenturyLink") respectfully files this application for a competitive cable communications franchise with the City of Shakopee pursuant to the City of Shakopee Notice and Request for Proposals dated April 16, 2015. Background: Overview of CenturyLink CenturyLink Improves Lives At CenturyLink,our vision is to improve the lives of our customers. Through our products and services,we help strengthen businesses and connect communities to each other and the world. CenturyLink's Unifying Principles We have established certain fundamental values that are the foundation for how we interact with our partners,our customers and with one another. We call these values our Unifying Principles,and they bring together our beliefs into a cohesive philosophy that guides our actions in all matters,including our greater social responsibility in the communities where we live and work. The Unifying Principles are Fairness, Honesty and Integrity,Commitment to Excellence, Positive Attitude, Respect, Faith and Perseverance. CenturyLink in Minnesota CenturyLink in Minnesota employs approximately 3,000 people with the majority of those jobs located in the Twin Cities metropolitan area. More than half of CenturyLink employees in the Twin Cities are represented by the Communications Workers of America Union. This includes approximately 500 network technicians, 200 of whom are being cross-trained to support Prism. Success in the market will trigger hiring more skilled technicians in the future to support Prism CenturyLink also employs approximately 100 network engineers in the Twin Cities who work in partnership with the network operations team to plan,build and deploy service. CenturyLink's network operations team supports the new headend facility,located in Golden Valley. Employees in the Twin Cities also include business sales,marketing,regulatory affairs,public policy, customer service and administrative support. Employees are located across the Twin Cities in central office neighborhood locations and at three main corporate campus locations: QBSI/SHAKOPEE Application- May 15th, 2015 PUBLIC DOCUMENT Page 1 TRADE SECRET DATA ra IF=N EXCISED • CenturyLink, 200 S. 5th Street,downtown Minneapolis • CenturyLink, 2800 Wayzata Blvd, Bryn Mawr, Minneapolis • CenturyLink, 70 W.4th Street, downtown St. Paul Many CenturyLink employees have worked with the company for decades experiencing early innovations as a telephone company and the current day transformation into a technologically-sophisticated service provider to local communities and Minnesota's largest companies. With a statewide payroll that exceeds$195 million each year, CenturyLink is a proud contributor to jobs and the economy in the state. CenturyLink in the Community,Sustainability and Commitment to Diversity CenturyLink is committed to strengthening and improving the communities it serves,not only through jobs,products and services,but also through philanthropic support of local community agencies, events and initiatives. We focus our philanthropic and volunteer efforts on K-12 education and programs that support youth;technology-focused initiatives; and locally-driven efforts that strengthen communities and make them better places to live. Through our involvement in efforts ranging from environmental stewardship to community investment,we further our commitment to improve lives by being a good citizen and neighbor in the communities where we work and live. • Since 2007,the CenturyLink Clark M.Williams Foundation (previously Qwest Foundation) has awarded$800,000 to innovative Minnesota teachers working to improve STEM learning and access to technology in schools statewide. The Minnesota Business Partnership assists CenturyLink by administering the program. Together,we are helping to build awareness around STEM education and preparing Minnesota's future workforce for STEM careers. • CenturyLink awards scholarships in partnership with local organizations to advance the opportunities of their stakeholders. Scholarships recipient organizations include: • CenturyLink STEM scholarship via Minnesota High Tech association. • Pacer Center Excite Technology Camp for Girls scholarship. • Minneapolis Urban League general education scholarships. • University of St.Thomas,ThreeSixty program scholarship. • CenturyLink helps provide a state-of-the-art fan experience at Target Field as the Official Communications Provider for the Minnesota Twins and Target Field. CenturyLink's sponsorship also includes working with the Twins and the Metro Area Library Association to support the summer reading program. QBSI/SHAKOPEE Application-May 15th, 2015 Page 2 • Through our Matching Time Grant program, Minnesota employees volunteering time to a non-profit agency can earn a CenturyLink Foundation grant for that organization. • Our employees can further their community support through our annual CenturyLink All Employee Volunteer Day,Employee Giving Campaign supporting the Greater Twin Cities United Way and our Annual Food Drive supporting Second Harvest Heartland. • We are committed to environmental sustainability through programs that include waste recycling,green information technology,and procurement policies and practices. • CenturyLink provides incentives for employees in certain communities to make use of public transit or green commuter programs. • Our Ethics and Compliance Program provides employees with guidance in making ethical business decisions and provides mechanisms for employees to report concerns. • We have a Supplier Code of Conduct that establishes expectations for our contractors and vendors regarding ethical business practices. • CenturyLink's Privacy Policy protects our customers'information and keeps our customers informed about the information we collect and the choices they have regarding that information. • Diversity is celebrated and promoted through our Employee Resource Groups,recruiting,global supply chain and community outreach. CenturyLink Lifeline&Internet Basics CenturyLink participates in Lifeline,which provides certain discounts to qualified subscribers on monthly service. The program is designed to help low income households with needed phone services. Lifeline is available to qualifying customers in every U.S.state. Qualifications vary by state. Residents of American Indian and Alaskan Native tribal lands may qualify for up to an additional$25 of enhanced Lifeline support monthly. They may also qualify for the Link-Up program, which helps consumers pay the initial installation costs of getting telephone service. Link-Up provides a credit of up to $100 of the initial installation charges for tribal customers. CenturyLink supports the Federal Communications Commission's goal of bringing high-speed Internet to economically-disadvantaged households. We work with nonprofit partners throughout our state to engage communities in the CenturyLink Internet Basics program which provides qualifying low-income Minnesotans service at a reduced rate. CenturyLink has conducted training programs and awareness building around Internet Basics through the Minneapolis Urban League. We have created partnerships with the Minneapolis Public Schools and PC's for People to distribute hundreds of computers to low-income families and provide information to families on the opportunities offered through CenturyLink Internet Basics. QBSI/SHAKOPEE Application-May 15th, 2015 Page 3 CenturyLink,the applicant,is a Delaware corporation,in good standing and authorized to do business in the State of Minnesota. The following responds directly to the requested information set forth in the Request for Proposals: A. Plans for channel capacity,including both the total number of channels capable of being energized in the system and the number of channels to be energized immediately. Applicant's underlying switched digital IP based technology allows for an almost unlimited channel capacity. While a final channel lineup has not been finalized at this time, please see"Exhibit A-channel lineup and programming packages"from another jurisdiction CenturyLink offers Prism'service. CenturyLink will provide the Commission with a copy of the actual channel lineup prior to launching service. It should be noted that currently CenturyLink offers more channels in HD than any other MVPD nationally. It also provides a robust library of Video on Demand content. B. A statement of the television and radio broadcast signals for which permission to carry will be requested from the Federal Communications Commission. Franchisee will make all appropriate filings and preparations prior to the turn up of its video service including(1) filing a community registration with the FCC via FCC Form 322; (2) providing notice to local broadcasters and requesting either must-carry or retransmission consent election. In the Twin Cities area,Applicant will negotiate retransmission agreements with the following stations: KARE, KMSP, KSTC,KSTP,WCCO,WFTC,and WUCW. The following stations will be carried via a must carry election by the station: KPXM and KTCA. And (3) registration of any antennas required to provide service. In its existing markets, Franchisee complies with many additional federal requirements in providing its Prism''service,including all of the FCC requirements applicable to multichannel video programming distributors (such as equal employment opportunity and set-top box requirements),the FCC requirements applicable to EAS participants that are wireline video service providers,other FCC requirements applicable to provision of Prism'°° (such as receive-only earth station license requirements and annual regulatory fees for IPTV providers),and the Copyright Office requirements for cable systems filing semi-annual copyright statements of accounts and paying statutory license fees. Franchisee does not file an FCC Form 327 relating to CARS microwave facilities because Franchisee does not use such facilities in connection with the provision of Prism''. Similarly, Franchisee QBSI/SHAKOPEE Application-May 15th, 2015 Page 4 super head end,and then the other head end will be used to provide the national content. The national content is encoded and then deployed over diverse 10 Gig fiber circuits to the local head where the local content, including public, educational and government access channels,is inserted for ultimate delivery to end users. The City of Shakopee will be served out of the super head end is in Columbia, Missouri and the local head end will be located in Golden Valley, Minnesota. CenturyLink will pick up the local broadcast signals via fiber circuits and will also capture those signals by antennae located at the local head end as a back-up,precautionary measure. 2. The schedule for activating cable and two-way capacity; While an exact launch date has yet to be determined,we are working diligently to complete all necessary work and required testing and operational readiness reviews to offer service to customers upon successful execution of a Franchise Agreement. Applicant will meet with Commission and appropriate member jurisdictions to share the actual launch date when it becomes finalized. 3. The type of automated services to be provided; As noted above,we have attached a sample channel line up from another market. This illustrates the vast selection of content available to subscribers. Because our system is IP based,we offer unique applications available via the television set such as access to Picasa. In addition, search and streaming services are available which enable viewers to search for the cheapest gasoline within a specified area or to stream selected stock market quotes. We also have an ever increasing video on demand library. PrismT'is a state of the art offering and its features and functions also include,but are not limited to: (1)whole home DVR; (2) warp speed channel change; (3) find-it fast navigation, (4) multi-view(4 shows on one screen); (5)personal media sharing; (6) interactive news and information dashboard; (7) Prism'on the Go (select content available over mobile devices such as smart phones and tablets);and (8) advanced parental controls. By going to the following URL,you can "experience"the features and functions of Prism'°"through a short demonstration: http://www.centurylink.com/prismty/ffindex.html. 4. The number of channels and services to be made available for access cable broadcasting;and Applicant will carry the same number of PEG stations as the incumbent. Further,Applicant is willing to carry any of the PEG stations in High Definition ("HD") format if the entity originating the signal provides that QBSI/SHAKOPEE Application-May 15th, 2015 Page 6 signal to Applicant in HD. Applicant will down convert the HD signals to standard definition ("SD") for those customers who may not subscribe to an HD package. 5. A schedule of charges for facilities and staff assistance for access cable broadcasting; Franchisee will make all franchised cities'access channels available to its subscribers. For purposes of acquiring the signal, Franchisee will pick up the particular City's Access Channel signals at the point(s) of origination via a fiber facility and transport such content back to the local VSO for insertion in the channel lineup. At the point(s) of origination,Franchisee will need rack space and power for its equipment to receive the signal(s) handed off by the City to Franchisee. Franchisee will pay for all facilities and equipment located on its side of the demarcation point where the City will hand off its content to Franchisee and as is industry practice,the City will be responsible for all equipment on its side of the demarcation point. One of the features available on Prism'°"is"multi-view" --we create a single channel/landing page for a category of shows,e.g.,news,and make all the news channels available using picture in a picture technology. The end user can then click on the channel he or she wants to watch or watch four simultaneously. You can see a quick demonstration of this feature by clicking on the following URL: http://www.centurylink.com/prismty/#prism-tv-virtual-test-drive.html. We will use this same technology to create a"multi-view" (also referred to as"mosaic") for the member Cities'Access Channels. In other words,we will work with the member cities to assign a channel placement/number for the Access Channel mosaic so that all of the franchised member cities'Access Channels will be available on the"landing page"and an end user merely needs to click on the specific channel/picture in a picture to be seamlessly taken to the selected Access Channel in full screen view. Because each of the Access Channels has its own dedicated channel assignment,the channels are offered in the same video and audio quality as all other channels and can be recorded if so desired by an end user. Further,access to the member cities' Access Channels will not be limited to residents of a particular City. Rather, PrismTM subscribers throughout the area will have access to the various member cities'Access Channels and City residents will have access to other Cities' or Cable Commissions'Access Channels. This opens a vast array of viewing options for citizens. Franchisee is willing to make all the franchised member cities'access channels available in high definition if the City hands them to Franchisee in that format. If so, Franchisee will down convert all such HD Access Channels QBSI/SHAKOPEE Application-May 15th,2015 Page 7 to SD so they can be viewed by any end user not capable of receiving HD signals. As this relates to the multi-view screen for the Access Channels, Applicant's middleware will automatically know if a subscriber needs to see the channel in SD or HD and will automatically route the end user to the channel with the proper format. With respect to video on demand, Franchisee will offer the cities a specified amount of space on its VOD servers,as will be specified in the franchise. This will enable viewers to go into the VOD library and to view, on an on- demand basis,any Access Channel content that the City has handed to Franchisee for storage on its VOD servers. Such VOD content hand off has a common industry standard which will be shared with the City when the terms of the franchise are negotiated and finalized. D. Terms and conditions under which particular service is to be provided to governmental and educational entities. Applicant will provide at no charge expanded basic service to all government buildings,schools,and public libraries located within its service footprint so long as those locations are capable of receiving service from Applicant and no other cable provider is providing service at such locations. E. A schedule of proposed rates in relation to the services to be provided and a proposed policy regarding unusual or difficult connection of services. Final rates have yet to be determined,please see"Exhibit C-sample Prism"rates"which are offered here for illustrative purposes. CenturyLink will provide Prism service to all qualified households within seven days. CenturyLink does not have "non-standard" installation,i.e.,the provision of service at an additional construction cost to the subscriber. Qualification for Prism'service is purely a technical issue-it is not possible to pay an additional amount to qualify for the service. F. A time schedule for construction of the entire system with the time sequence for wiring the various parts of the area requested to be served. Applicant is still finalizing its initial footprint for the deployment of cable services within the City of Shakopee service area. Applicant's planned deployment is highly confidential. Pursuant to an executed franchise agreement(s),Applicant will meet regularly with the City and the Commission to discuss where service is available and any plans for additional deployment. Applicant is the second entrant into the wireline video market in the City of Shakopee. As a second entrant,investment in and expansion of Applicant's Cable System should be driven by market success,and not a contractual requirement for ubiquitous coverage. QBSI/SHAKOPEE Application- May 15th, 2015 Page 8 The following sets forth some critical background with respect to deployment of both telecommunications and cable infrastructure. Initially, local telephone companies were granted monopolies over local exchange service in exchange for taking on a provider of last resort obligation-a duty to provide service-to customers in its service territory. Similarly,with respect to video services,the City of Shakopee has given the incumbent video provider(and its predecessors) a monopoly over facilities based video. In exchange for making the capital investment to deploy facilities,the incumbent cable company got 100 percent of the customers who wanted cable television. Subsequently,with respect to telephone services,the federal and local governments effectively eliminated the local telephone monopolies and fostered robust competition. It should be noted that in doing so,the telecom second entrant had absolutely no obligation to build any facilities or to serve any particular location(s) at all. As the FCC noted,imposing build-out requirements on new entrants in the telecommunications industry would constitute a barrier to entry(13 FCC Rcd 3460, 1997). Cable companies were free to enter the telecom market on terms that made business and economic sense to them. This very environment was the catalyst for robust wireless and wireline competition and the proliferation of higher broadband speeds. Congress became concerned about the lack of competition in the video world and in 1992 amended federal law to prohibit a local franchising authority from"unreasonably[y] refus[ing] to award an additional competitive franchise." 47 U.S.C.§ 541(a)(1) provides a direct avenue for federal court relief in the event of such an unreasonable refusal. 47 U.S.C. § 555(a) and(b). Until the advent,however, of state statutes granting statewide cable franchises without a mandatory build requirement(e.g., Florida) or progressive cities willing to grant competitive franchises, cable monopolies continued to the detriment of consumers and competition. Level playing field requirements are just one example of barriers to competitive entry erected by cities at the behest of the cable monopolies. Courts have ruled,however,that"level playing field"provisions do not require identical terms for new entrants. See,for example,Insight Communications v. City of Louisville, 2003 WL 21473455 (Ky.Ct.App. 2003), where the court found: There will never be an apple-to-apple comparison for Insight and other franchisee simply because Insight is the incumbent which in its own right and through its predecessors has been the exclusive provider of cable services in the City of Louisville for almost thirty QBSI/SHAKOPEE Application- May 15th, 2015 Page 9 years. No new cable franchisee can ever be in the same position as a thirty-year veteran. See also,In Cable TV Fund 14-A,Ltd. v. City of Naperville(1997 WL 209692 (N.D. Ill); and New England Cable Television Ass'n,Inc. v. Connecticut DPUC, 717 A.2d 1276 (1998). In sharp contrast to the monopoly provider,a second entrant faces a significant capital outlay with absolutely no assurance of acquiring customers; rather,it must compete with the monopoly incumbent and win each and every customer over. As Professor Thomas Hazlett of George Mason University has explained,"[i]ncumbents advocate build-out requirements precisely because such rules tend to limit,rather than expand, competition." The federal Department of justice has also noted that "...consumers generally are best served if market forces determine when and where competitors enter. Regulatory restrictions and conditions on entry tend to shield incumbents from competition and are associated with a range of economic inefficiencies including higher production costs,reduced innovation,and distorted service choices." (Department of Justice Ex Parte, May 10, 2006, FCC MB Dkt.05-311). The fact is that the incumbent cable provider has (1)an established market position; (2)all of the cable customers;and (3) an existing,in-place infrastructure. These disparate market positions make imposing a build-out requirement on a competitive entrant bad public policy. Under the guise of "level playing field" claims, incumbent cable operators seek to require new entrants to duplicate the networks the incumbents built as monopolies, knowing that such a requirement will greatly reduce,if not eliminate,the risk of competitive entry. In 2007,the FCC issued its findings with respect to facilities based video competition and held as follows: (1) with respect to level playing field requirements,the FCC stated that such mandates"unreasonably impede competitive entry into the multichannel video marketplace by requiring local franchising authorities to grant franchises to competitors on substantially the same terms imposed on the incumbent cable operators (Para. 138); and(2)with respect to mandatory build out,the FCC held that "an LFA's refusal to grant a competitive franchise because of an applicant's unwillingness to agree to unreasonable build out mandates constitutes an unreasonable refusal to award a competitive franchise within the meaning of Section 621(a)(1) [47 U.S.C.§ 541(a)(1)]." Those two FCC holdings alone should put this entire matter to rest-level playing field requirements and unreasonable mandatory build requirements are barriers to competitive entry in the cable market and violate the federal QBSI/SHAKOPEE Application- May 15th,2015 Page 10 Cable Act and the FCC's order. Minnesota,however,codified its requirements in a state law and the FCC expressly declined to "preempt" state laws addressing the cable franchising process. It is clear,however,that the FCC did not intend to protect the Minnesota statute which mandates the imposition of barriers to entry on each and every local franchising authority. As various providers were trying to enter the competitive cable market and encountering barriers such as level playing field requirements and mandatory build out provisions,many states passed statutes to facilitate competitive entry and to prevent local franchising authorities from erecting barriers to entry. Such laws were passed in 26 states including Florida, Missouri and North Carolina,where CenturyLink has taken advantage of the streamlined process to enter a market without a mandatory build obligation. These laws have facilitated competitive entry as evidenced,for example,by the presence of four facilities based competitors in the Orlando, Florida market,including CenturyLink and Comcast. As such,these state laws are aligned and not in conflict with the FCC's and Congress'policies for promoting competition in the video distribution market. Minnesota's cable law,however,is quite the opposite. Minnesota's cable act dates back to the 1970s and directs each local franchising authority to impose not only a level playing field across a broad range of issues (many of which Franchisee does not oppose),but also a five year mandatory build out requirement. Both of these provisions have been deemed to be barriers to entry by the FCC. The incontrovertible fact is that the law has been extremely successful in barring cable communications competition in the City of Shakopee: The City of Shakopee has not experienced any facilities based competition because of the barriers to entry Minnesota codified in Chapter 238. In support of this position,that the FCC's 2007 Order preempts Minn.Stat. Chapter 238, Franchisee notes the following: • Conflict preemption: State law may be preempted without express Congressional authorization to the extent it actually conflicts with federal law where state law"stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress" English v. General Elec. Co.,496 U.S. 72,79 (1990). • Whether state law constitutes a sufficient obstacle is a matter of judgment to be informed by examining the federal statute as a whole and identifying its purpose and intended effects. Crosby v.Nat'l Foreign Trade Council, 530 U.S.363,372 (2000). • Minn.Stat.§ 238.08 mandates terms that each municipality must implement in granting a new or renewed cable franchise. QBSI/SHAKOPEE Application-May 15th, 2015 Page 11 • Minn. Stat.§238.084 sets forth the required contents of a franchise ordinance and sets forth very precise requirements in an initial franchise about the build: commence build within 240 days; must construct at least 50 plant miles per year; construction throughout the franchise area must be substantially completed within 5 years of granting the franchise; and these requirements can be waived by the franchising authority only upon occurrence of unforeseen events or acts of God. • Section 621(a)(1) initially gave local authorities the authority to grant franchises,but this broad grant resulted in exclusive franchises/monopolies. Congress"believe[d] that exclusive franchises are contrary to federal policy...which is intended to promote the development of competition. H.R.Conf. Rep. No. 102- 862,at 77 (1992). • Legislative history clearly supports that Congress was focused on fostering competition when it passed the 1992 Act. Qwest Broadband Servs.Inc. v. City of Boulder, 151 F.Supp. 1236, 1244 (D.Colo. 2001). • In its 2007 order,the FCC found that"an LFA's refusal to grant a competitive franchise because of an applicant's unwillingness to agree to unreasonable build out mandates constitutes an unreasonable refusal to award a competitive franchise within the meaning of Section 621(a)(1)." The FCC order,however,targeted local and not state laws. • Arguably,the Minnesota build requirements set forth in Section 238.084(m) are in conflict with Section 621(a)(1) and are, therefore,preempted. In the Boulder case,the court applied Section 621's prohibition on unreasonable refusals to grant franchises to find conflict preemption where local rules required voter approval for any new franchises. • The mandatory build out in the Minnesota statute could be considered a de facto"unreasonable refusal"to grant a franchise and thus conflict with the pro-competition purpose set forth in 621(a)(1). • In upholding the FCC's ruling,the Sixth Circuit stated that"while the [FCC] characterized build out requirements as'eminently sensible' under the prior regime in which cable providers were granted community-wide monopolies,under the current,competitive regime, these requirements'make entry so expensive that the prospective. . . provider withdraws its application and simply declines to serve any portion of the community." Alliance for Cmty Media v.FCC, 529 F.3d 763, 771 (6th Cir. 2008). QBSI/SHAKOPEE Application-May 15th, 2015 Page 12 • The FCC ruling targeted local rules and actions and the FCC refrained from preempting state regulation because it lacked"a sufficient record to evaluate whether and how such state laws may lead to unreasonable refusals to award additional competitive franchises." FCC Cable Franchising Order(FCC 06-180,at n.2 &¶ 126). That is not to say,however,that upon full consideration,the FCC would not find the Minnesota mandatory build requirements to constitute an unreasonable refusal under Section 621. o The franchising laws which were being enacted about the time of the FCC order facilitated competitive entrants into the facilities based video market. o In sharp contrast,the Minnesota statutes mandates individual cities and commissions to include onerous build out schedules which,standing alone,would run afoul of the FCC's order. It should also be noted that at least two cities in Minnesota have chosen to award competitive franchises to second entrants without satisfying all the mandates of Chapter 238. See Mediacom Minnesota,LLC v. City of Prior Lake, Minn.Ct.of Appeals,A09-1379 (Unpublished decision,Filed June 22,2010). In October 2014,the City of Owatonna awarded a competitive franchise to a second provider,and the franchise did not contain the five year build requirement set forth in Chapter 238. Rather,it contained a market success model expressly endorsed by the FCC. The competitor will provide service to 25 percent of the City of Owatonna and will have no further obligation to enable the provision of cable communications services until 48 percent of households in the footprint subscribe to its service. Finally,nothing in the FCC's Order on Reconsideration released in January of this year alters the above analysis. G. A statement indicating the applicant's qualifications and experience in the cable communications field,if any. CenturyLink has been offering PrismTM since 2008,when it initially launched its service in Lacrosse,Wisconsin,and has continued to expand its Prism''footprint since that time. Prism''is currently available in 14 markets. The attached Exhibit D is a list of the jurisdictions in which CenturyLink offers Prism''pursuant to either statewide franchise statutes or locally negotiated,competitive franchises. In addition,the Company offers an analog product in smaller markets in Wisconsin and Iowa. AMMO QBSI/SHAKOPEE Application- May 15th, 2015 Page 13 CenturyLink has upgraded and/or deployed new facilities,including fiber to the premises,so that it is capable of offering service to over 2.4 million homes.CenturyLink has approximately 240,000 Prism'customers and continues to bring on new subscribers daily. Tyler Middleton is the Vice President of Operations for Minnesota. His team includes more than 500 technicians, 200 of whom are being cross-trained to install and support Prism. There is a wide array of employees performing various functions in support of Prism''in the Twin Cities, including approximately 100 engineers who will be working under Mr.Middleton's leadership to design and support the infrastructure that enables Prism" Trent Clausen is the Vice President of Construction for the Midwest Region. He has held a variety of leadership positions in the network organization over the past 16 years, including positions managing and leading capital planning,field construction,local engineering, dispatch operations, and installation and maintenance operations. His team successfully upgraded the network in Omaha to support the launch of PrismTM there in 2013 and will be responsible,working closely with Mr. Middleton's team,to construct the network to support Prism'in Minneapolis and the Twin Cities metropolitan area. There are three essential corporate divisions which support the provision of PrismT'to end users: Global Operations and Shared Services,Global Markets and Product Development and Technology. The Global Operations and Shared Services organization is led by Executive Vice President Maxine Moreau. A 30-year veteran of telecommunications, Maxine Moreau brings a depth of knowledge and experience in network services, operations,IT and process improvement to her role as Executive Vice President of Global Operations and Shared Services. She is responsible for operational excellence through the end-to-end planning, engineering, construction,operation and maintenance of CenturyLink's global network, as well as regional operations and hosting data centers. Moreau oversees network enablement that currently provides commercial 100Gbps services to businesses for high-bandwidth needs as well as the deployment of 1Gbps fiber networks in certain markets,including Minneapolis for both consumer and business customers. Members of her team will staff the VSO in Golden Valley. Maxine Moreau's team is responsible for the engineering,planning and deployment of all network infrastructure,including the infrastructure on a national and local basis for the delivery of Prism'°°. In addition, organizations responsible for data and video operations report up to Maxine. These centers,from an operational perspective, constantly monitor QBSI/SHAKOPEE Application-May 15th, 2015 Page 14 and repair,if necessary,the entire network including the facilities used in the provision of PrismTM. The Global Markets organization is led by President Karen Puckett. With 30 years of telecommunications experience, Karen Puckett is an industry veteran with proven success in the integration of complex operations,the achievement of industry-leading financial and operational performance,and the creation of a company culture that is focused on accountability, innovation and growth. As CenturyLink's Chief Operating Officer,Puckett is responsible for the company's financial and operational performance in the business and consumer segments. She leads marketing,sales,service delivery,care and customer experience initiatives for all business and consumer customers and the implementation of the local operating model in the company's local service areas in 37 states. Puckett has been at the • forefront of CenturyLink's transformation from a local telephone exchange company serving rural and mid-sized markets to an industry leader in advanced communications services with customers throughout the United States and overseas. Her visionary leadership has been instrumental in the company's ability to thrive in the new arenas of cloud,data hosting and managed services,as well as facilities based switched digital video service while maintaining its focus on operational excellence and financial strength. Puckett led the 2001 companywide realignment to the local operating model,placing decision making closer to the customer and making the company more responsive to the marketplace. The model has consistently resulted in financial and operational improvements as CenturyLink has acquired new markets. As it relates to Prism,Karen Puckett's organization owns the customer experience in terms of sales and repairs. There are five call centers which provide support for consumer sales,including Prism'''. These centers are located in Sioux City, Iowa; Idaho Falls, Idaho; Boise, Idaho; Midvale, Utah; and Phoenix,Arizona. The Product Development and Technology organization is led by Executive Vice President and Chief Technology Officer,Aamir Hussain. Hussain is an experienced senior technology executive with more than 23 years of proven success in the implementation of global technology operations, operationalization of complex technology,infrastructures,and business solutions while driving capital cost efficiencies in the business. Hussain and his team are responsible for the design and delivery of next generation products,services and technologies critical to achieving CenturyLink's strategic growth priorities,including Prism. Hussain has a diverse background in data,security,voice,video and wireless technologies. Prior to joining CenturyLink,he held senior leadership roles at Liberty Global, QBSI/SHAKOPEE Application-May 15th, 2015 Page 15 Covad,TELUS and Qwest. Hussain sits on several startup and non-profit boards,is technical advisor to technology companies and holds 11 patents in Telecommunications. In addition,he has completed leadership,innovation and strategy training from Harvard,the INSEAD institute in France and the International School of Business Management in Switzerland. Aamir's team is charged with constantly working to implement new technologies and innovations to enhance the customer experience across the entire suite of CenturyLink products,including Prism. Glenn Garbelman serves as the Vice President of the Video Operations at CenturyLink,and is based in Monroe, Louisiana. He currently has day-to- day operational responsibility for all video services,which is currently serving 240,000 Prism'customers with more than 150 employees on his team. Prior to joining CenturyLink,he was part of a large communications company that successfully launched and supported IPTV video in over 70 markets throughout the United States. He has more than 25 years of experience in the industry with the last 10 focused on video products and services over an IP network. Sandeep Bhalla is the Director of Video Technical Operations. Responsible for the daily operations of CenturyLink Video Services,Sandeep oversees the Video Operations staff and ensures the integrity of operations and processes. With 19 years of technical experience and 10 years of video, Sandeep has served as a CenturyLink representative to national and international forums related to next generation video services. Prior to joining CenturyLink,Sandeep was a Manager of Head End Implementation for a large communications company. Sandeep holds a BA from the University of California Berkley. Charles Becker is the Manager Video Operations IPTV responsible for all headends based out of Denver,Colorado. The Video Headend Team is responsible for the operation and acquisition of all video content served by the Prism platform both local and national. The team maintains and operates 17 headends located in 13 states across the country. This team supports new market builds,preventative maintenance,outage resolution and proactively supports the video monitoring teams in outage resolution. Charles is a 35 year veteran of the video industry and 9 year employee of CenturyLink. Steve Epstein is a Senior Lead Engineer-Managing for CenturyLink. Steve was the initial member of the CenturyLink Video team and brings 35 years of broadcast experience to CenturyLink. In addition to being Chief Engineer at several television stations,Steve was the technical editor of Broadcast QBSI/SHAKOPEE Application-May 15th,2015 Page 16 Engineering magazine. Steve is an SBE certified professional broadcast engineer and holds a BS in Broadcasting. H. An identification of the municipalities(including contact information for the municipal officials in each community) in which the applicant either owns or operates a cable communications system,directly or indirectly,or has outstanding franchises for which no system has been built. Please see Exhibit D for a list of jurisdictions Applicant or affiliate of Applicant holds a cable franchise agreement pursuant either to local agreement or statewide franchise authority. I. Plans for financing the proposed system,which must indicate every significant anticipated source of capital and significant limitations or conditions with respect to the availability of the indicated sources of capital. This information should include: 1. Current financial statements; Applicant's ultimate parent company is CenturyLink,Inc. CenturyLink's most recent Form 10-K(along with all other SEC filings) may be found here: http://ir.centurylink.com/docs.aspx?lid=4057179 2. Proposed sources and uses of funds for the construction project; Applicant's ultimate parent company is CenturyLink,Inc.which is a Fortune 500 Company(currently around Fortune 150)with annual operating revenues exceeding$18 billion in 2013. Applicant does not require any unique or additional funding sources (i.e.,special notes or bonds) in order to deploy its Prism'service in this,or any other market. 3. Financial budgets for the next three (3)years; See response to I (4)below 4. Documentation regarding the commitment of funds;and As a publicly traded Company,CenturyLink releases a very limited amount of forward-looking information for the company as a whole,but it does not provide forward-looking information at the individual market level because it could lead to incorrect or inappropriate assumptions or conclusions by its current and potential investors regarding the business as a whole. Given the extremely sensitive nature of the information contained in the requested proforma,applicant cannot file this information as part of its application. QBSI/SHAKOPEE Application-May 15th, 2015 Page 17 5. Any other information that applicant determines would be useful in evaluating its financial qualifications. Please see response to I (1) above. J. A statement of ownership detailing the corporate organization of the applicant,if any,including the names and addresses of officers and directors and the number of shares held by each officer or director,and intercompany relationship,including the parent,subsidiary or affiliated company. Applicant's ultimate parent company is CenturyLink, Inc.,a Louisiana corporation headquartered in Monroe, Louisiana,and,through its subsidiaries,owns 100%of Qwest Broadband Services, Inc.d/b/a CenturyLink. A more detailed corporate structure is depicted on the attached Exhibit E. On April 21, 2010,CenturyLink,Inc.reached an agreement to purchase Qwest Communications International, Inc. ("QCII") through a tax-free, stock-for-stock transaction. Under the terms of the parties'merger agreement, CenturyLink, Inc.is the ultimate parent of QCII and the subsidiaries that were under QCII. At the time of the merger between CenturyLink and Qwest Communications International, Inc., Franchisee was a wholly-owned subsidiary of Qwest Services Corporation, Inc.as was Qwest Corporation,the entity which places facilities in the City's public rights of way pursuant to the City's ordinances and associated rules. Further, at merger, Franchisee was a member of the National Cable Television Cooperative ("NCTC") as was the CenturyLink entity which offers Prism in legacy CenturyLink markets,e.g., Florida. Because the NCTC expressly forbids more than one entity within a corporate family to belong to and directly obtain content from the NCTC and because any affiliated entity receiving content from the NCTC must be a wholly-owned subsidiary of the NCTC member, CenturyLink, Inc.moved Franchisee from being a subsidiary of Qwest Services Corporation to being a subsidiary of CenturyTel Broadband Services, LLC. As provided in the original application filed with the City,the following sets forth the officers and directors of Franchisee. This group of officers and directors do not own any shares of the franchisee. Qwest Broadband Services.Inc. (Delaware Domestic) Directors: R. Stewart Ewing,Jr. Stacey W. Goff Officers: Chief Executive Officer and President Glen F. Post,III President Global Markets Karen A. Puckett Executive Vice President and Chief Financial Officer R.Stewart Ewing,Jr. QBSI/SHAKOPEE Application—May 15th, 2015 Page 18 Executive Vice President,General Counsel Stacey W.Goff President IT Services and New Market Development Girish Varma Vice President-Public Policy and Government Relations James P.Campbell President-Wholesale Operations William E.Cheek Executive Vice President- Controller and Operations Support David D.Cole Executive Vice President- Network Services Maxine Moreau Vice President and Treasurer Glynn E.Williams,Jr. Vice President Jonathan J.Robinson Secretary Kay Buchart Assistant Secretary Joan E. Randazzo Assistant Secretary Meagan E. Messina K. A notation and explanation of omissions or other variations with respect to the requirements of the proposal. None at this time. Respe ully Submitted, / Qwest Broadband Services, Inc. d/b/a CenturyLink By: Patrick Haggerty Subscribed and sworn to before me thi ta"da of May, 2015. Y.-vv. d,,,,,, ,.. y --" DIANNE M.BARTHEL ' Qnnesota ;0 4a i:a My Commissiontary bExpires den 31,2020 C���`^ ip wuvaMnAsyvv nnnr. Notary Public My Commission Expires: J'4.1-N.31, 0 0 QBSI/SHAKOPEE Application-May 15th, 2015 Page 19 Al$0'. VF M CenturyLink° f",r;':'";': Contact CenturyLink Sales:877-299-0172 Phoenix Channel Lineup Support:866-314-4148 Prism' Essential 3 3TV(KIK) 1129 FX HD 1045 My Network TV HD(KUTPDT) 1003 3TV HD(KTVKDT) 120 FX 1266 National Geographic Channel HD 1167 ASE HD 1131 FXX HD 206 Netone!Geographic Channel 167 ASS 131 FXX 12 NBC(KPNX) 15 ABC(KNXV) 4004 Galavlsion HD 1012 NBC HD(KPNXOT) 1179 ABC Family HD 3004 Galavlsion 1640 NBC SN HD 179 ABC Family 36 GetTV(KFPHDT2) 640 NBC SN 1015 ABC HD(KNXVDT) 1641 Golf Cherie IV 20 NBC Weather Plus(KPNXDT2) 1796 AMC HO 641 Golf Charnel 1630 NFL Network HD 796 AMC 1176 Hallmark Charnel HD 630 NFL Network 16 Antenna TV(KN)CVDT2) 176 Hallmark Charnel 629 NFL RedZone(Pay Per View) 1105 AXS TV 1108 HDNeI Moves 1629 NFL ReOZone HD(Pay Per View) 13 AZ-TV(KAZT) 1451 HGW FD 1636 NFL Network FID ' 1013 AZ-TV HD(KAZTDT) 451 HGW 638 NHL Network 41 Azteca America(KPDFCA) 271 History 1314 Nickelodeon HD 310 Baty First W 1203 HLN HD 314 Nickelodeon 1156 BET HD 203 HLN 1368 Oxygen HD 156 BET 1422 Home Shopping Network HD 355 Oxygen 1222 Bloomberg HD 19 Home Shopping Network 1663 PAC 12 Arizona HD 222 Bloomberg 422 Home Shapphg Network 683 PAC 12Arlzona 327 Boomerang 1281 ID HD 108 Pay Per View Events HD 1182 Brew HD 261 ID 1101 Pay Per View Events HD 182 Bravo 51 ION(KPPX) 101 Pay Per View Events 1650 BTN HD 1051 ION HD(KPPXDT) 8 PBS Eight(KAET) 650 BTN 1428 Jewelry Television HD 100e PBS EI9Ot HD(KAETOT) 1651 BTN2 HD 17 Jewelry Televslon 8006 Phoenix Educational Access 651 BTN2 428 Jewelry Television 8005 Phoenix Government Access 1652 BTN3 HD 1166 Justice General HD 6014 PlrmI County Goverment Aorxss 652 BTN3 165 Justice Cereal 9161 Premier League Extra Time 1 HD 1230 CSPAN HD 4 KPHO Weather Now(KPNODT2) 9151 Premier League Extra Time 1 230 C-SPAN 1361 Lifetime HD 9162 Premier League Extra The 2 HD 1231 C-SPAN2 HD 381 Lifetime 9152 Premier League Extra Thne2 231 C-SPAN2 364 Lifetime Real Women 9183 Premier League Extra Time 3 HD 1327 Cartoon Network FD 1362 LMN HD 9153 Premier League Ezra Time 3 326 Cartoon Network 362 LMN 9184 Premier League Extra Time 4 HD 5 CBS(KPHO) 5129 MC770s 9154 Premier League Extra Time 1005 CBS HD(KPHODT) 5128 MC 780s 9185 Premix League Extra Time 5 HD 411 CerluuryLJnk Information 5127 MC 7806 9155 Prehder League Ezra Time 5 1411 ConturyLlnrk Information 6116 MC Adult A6emehve 90 Pram Applcation4 8015 City of Casa Grande 5115 MC Alternative 92 Prism Ganes 8003 City of Chandler Educational Access 5146 MC Blues 301 Prism Klds 9002 City of Chandler Government Access 5134 MC Classic Country 201 Prism News 8004 City of Gilbert Govemment Access 5118 MC Classic Rock 11 Prism PEG Channels 8007 City of Glendale Government Access 5149 MC Classical Masterpieces 601 Prism Sports 8008 City of Mart cepa Government Access 5135 MC Cordbmpormy Christian 1420 QVC HD 8010 City of Mesa Educational Access 5133 MC Country Hits 15 OVC 8011 City of Mesa Goverment Access 5103 MC Dance 420 OVC 8009 City of Peoria Government Access 5148 MC Easy listening 1799 Reelz Channel HD 8001 City of Scottsdale Government Access 5111 MC Gospel 799 Reelz Channel 8013 City of Surprise Government Access 5105 MC Hip-Hop and ROB 1424 ShopHO HD 8012 City of Tempe Government Access 5107 MC Fip+bp Classics 424 SltopHO 1528 CMT HD 5101 MC Hit Lel 1146 Splice TV HD 528 CMT 5104 MC Inde 148 Spice TV 1216 CNBC HD 5145 MC Jazz 1337 Sprout F6) 216 CNBC 5124 MC Kldz Only! 337 Sprout 1202 CNN HD 5160 MC Light Classical 1152 Syfy FD 202 CNN 5120 MC Love Songs 152 Syfy 1141 Comedy Central HD 5114 MC Metal 21 TON(KPAZ) 141 Comedy Central 5135 MC Mexicana 1580 TBN HD 46 Dayetar(KOTP) 5137 MC Musics Urbana 560 TBN 1121 Discovery Channel HD 5122 MC Party Favorites 1113 TBS HD 121 Discovery Channel 5131 MC Pop Cowdry 113 TBS 1303 Osney Channel HD 5121 MC Pop His 5123 Teen MC 303 Disney Channel 5136 MC Pop Latino 39 Telenando(KTAZ) 9999 DVR 5102 MC Pop Rhyrrmk 3007 Telemundo(KTAZ) 8016 Dysart Schools Educational Access 5109 MC ROB Classics 1039 Telemcndo HD(KTAZDT) 1134 EI RD 5110 MC RSB Soul 6 The CW(KASW) 135 E! 5100 MC Rap 1006 The CW HD(KASWOT) 9 Eight LHe(KAET0T2) 5112 MC Reggae 1225 The Wearier Channel HD 7 Eight World(KAETDT3) 5117 MC Rock Hits 225 The Wearier Channel 803 ESPN Cleselc 5113 MC Rock 2 ThY W(KWKDT2) 1602 ESPN FD 5140 MC Romances 1251 TLC HD 27 ESPN 5147 MC Singes O Swing 251 TLC 602 ESPN 5144 MC Smooth Jazz 1109 TNT FD 1606 ESPN2 HD 5119 MC Soil Rods 109 TNT 28 ESPN2 5130 MC Solid Gold Oldies 1255 Travel Channel HD 606 ESPN2 5141 MC Sounds of the Seasons 255 Travel Channel 1562 EWTN HO 5143 MC SowMscapes 1164 truly ffl 562 EWTN 5142 MC Stage&Screen 185 DIM/ 40 Exkos(KTAZDT2) 5108 MC Throwback Jahr 1139 W Land HD 1453 Food Network HD 5132 MC Today?s Country 139 TV Land 453 Food Network 5125 MC Toddler Tares 44 TV44(KPHELD) 10 FOX(KSAZ) 5139 MC Troptcalee 35 UniMas(KFPH) 1010 FOX HD(KSAZDT) 5126 MC Y2K 4005 UnLias HD 1210 FOX Nays Channel HD 14 Me-TV(KAZTDT2) 33 Unlvelon(KTVW) 210 FOX News Channel 1634 MLB Network HD 1033 UNvlsbn HD(KTVWDT) 1620 FOX Sports 1 HD 634 MLB Nebwrk 1125 USA Network HD 620 FOX Sports 1 45 Movies)(KUTPDT2) 125 USA Network 9002 FOX Sports Pay Per View HD 1215 MSNBC HD 1102 Velocity HD 9001 FOX Sports Pay Per View 215 MSNBC 1519 VH1 HD 1762 FS Arizona HD 1503 MW HD 519 VH1 1763 FS Arizona Plus HD 503 MTV 1 Video On Demand 763 FS Arizona Plus 193 Mun2 1180 WGN HD 762 FS Arizona 45 My NetwOrk TV(KUTP) 180 WGN Prism,Complete Exhibit A locrudes Fa, "Esscrtia.Pr'a. .-^.els. 1259 American Heroes Chanel HD 381 Esquire TV 505 MTV2 259 American Heroes Channel 1211 FOX Business Network HD 315 Nick 2 1253 Animal Planet HD 211 FOX Business Network 1320 Nick Jr HD 253 Animal Planet 647 FOX College Sports Atlantic 320 Nick Jr 1188 BBC America HD 646 FOX College Sports Central 1316 NiGdoons HD 188 SEC America 649 FOX Cceege Sports Pacific 316 Nickloons 567 BYU TV 1621 FOX Sports 2 HD 1185 NINON HD 1643 CBS Sports HD 621 FOX Spode 2 185 NINON 643 CBS Sports 1535 Fuse II) 1256 Opra7 Winfrey Network HD 515 Centric 595 Fuse 257 Oprah 1Mnfrey Network 153 Chiller 1792 FX Movie Channel HD 1680 Outdoor Channel HD 161 Cloo 792 FX Movie Charm 680 Outdoor Channel 527 CMT Pure Country 1272 FYI HD 1531 Ovation HD 1456 Cooking Charnel HD 272 FYI 531 Ovation 456 Cooking Charnel 1529 Great Amellcan Country HD 1258 SCIENCE HD 1465 Destination America HD 529 Great American Country 258 SCIENCE 465 Destination America 1174 GSN HD 1642 Sportsman Channel HD 1335 Discovery Family HD 174 GSN 642 Sportsman Channel 335 Discovery Family 1274 H2 HD 322 Teen Nick 1307 Disney Junior HD 274 H2 507 Tr35 307 Disney Junior 1794 Haitnark Movies&Mysteries HD 1790 Turner Classic Movies HD 1305 Disney XD HO 794 Halknark Movies 8 Mysteries 760 Turner Classic Movies 305 Disney XD 1797 IFC HD 1157 TV One HD 1454 DIY Network HD 798 IFC 157 TV One 454 DIY Network 564 inspiration Network 1154 Universal HD 1604 ESPN News HD 466 Life 521 VH1 Classic 604 ESPN News 184 Logo 522 VH1 Soul 1605 ESPNU HO 509 MTV Hits 1372 WE NHD 605 ESPNU 510 MTV U 373 WE tv 1380 Esquire TV HD 1505 MTV2 HD 132 Youbo America Prism'Preferred Includes Prism—Complete Plain charnels. 220 Al Jazeera America 1172 MyDeslratbn.TV HD 1852 Showtime HD(E) 159 ASPiRE 172 MyDestira6onTV 1853 Showtime HD(W) 1470 AWE HD 1264 NASA TV HD 884 Showtime Next(E) 470 AWE 264 NASA TV 865 Showtime Neal(W) 1219 BBC World News HO 1267 Nat Geo Wild l4) 1864 Showtime Next HD(E) 219 BBC World News 267 Nat Geo Wild 1665 Slowtme Next HD(W) 1540 Blue Highways TV HD 1209 One America News Network HD 880 Showtime On Demand 540 Blue Hgtnvays TV 209 One Amerta Neve Nehvork 16110 Shor9me On Demand 1232 C-SPANS HD 1678 Outside TV HD 866 SrowIlme Showcase(E) 232 C-SPAN3 676 Outside TV 857 Sllowlme Showcase(Ur) 1169 Cars.TV 1-10 1681 PAC 12 Bey Area HD 16566 Slew tkne Showcase HD(E) 169 Cars.TV 664 PAC 12 Bay Area 1857 Showtime Showcase HD(W) 217 CNBC World 1685 PAC 12 Los Angeles HD 866 Showtime Women(E) 205 CNNI 685 PAC 12 Los Angeles 867 Showtime Women(W) 1142 Comedy.TV HD 1686 PAC 12 Mountain HD 1866 Srow5rne Women HD(E) 142 Comedy.TV 686 PAC 12 Mountain 1867 Srowlrre Women HD(W) 1163 Crime 8 Investigation HD 1687 PAC 12 Oregon HD 118 Smithsonian Channel(E) 163 Crime B Investigalcor 687 PAC 12 Oregon 119 Smithsonian Channel(W) 263 Doo News 1656 PAC 12 Washington HO 1118 Smithsonian Channel HD(5) 932 ENCORE(E) 668 PAC 12 Washington 1119 Srnitlaonan Channel HD(W) 933 ENCORE(W) 1682 PAC12 Network HD 1791 Sony Movie Channel HD 935 ENCORE Action(E) 682 PAC12 Network 791 Sony Movie Channel 939 ENCORE Action(tN) 1170 Fets.TV HD 902 Sisal(E) 1938 Encore Ac ton HD(E) 170 Pets.TV 903 Stenzl(W) 942 ENCORE Black(E) 1492 Phot HD 906 Sterzl Cinema(E) 943 ENCORE Black(W) 492 Pivot 909 Ste¢I Chane(W) 1942 Encore Black HO(E) 1787 PInt HD 1908 Stand Cinema hD(E) 934 ENCORE Classic(E) 787 Mkt 910 Sarzl Comedy(E) 935 ENCORE Classic(W) 1455 RecIpe.WHD 911 Sall Comedy ON) 1934 ENCORE Classic HD(E) 458 Recipe.TV 1910 Sarzl Comedy HD(E) 946 ENCORE Espanol 1916 Relroplea HD 904 Sarzl Edge(E) 944 ENCORE Family(E) 916 Retroplex 905 Steal Edge(W) 945 ENCORE Family(W) 1538 Revolt FD 1904 Sar-Edge HD 1932 Encore HO(E) 538 Revolt 1902 Stazl HD(E) 1933 Encore HD(W) 1476 RFD TV HD 1903 Sant HD(W) 951 ENCORE On Demand 476 RFD TV 906 Sarzr In Black(E) 1951 Encore On Demand 474 FtLTV 907 Starzl In Black(W) 936 ENCORE Suspense(E) 1607 SEC Network II) 1906 Sarzl In Black HD 937 ENCORE Suspense(W) 1668 SEC Network Oemllew 1 HD 912 Sarzl Kids and Family(E) 1936 ENCORE Suspense HD(E) 608 SEC Network Overflow 1 913 Sard Kids and Family(W) 940 ENCORE Westerns(E) 1609 SEC Network Overflow 2 HD 1812 Starzl Kids and Family HD 941 ENCORE Wealerrw(W) 609 SEC Network Overflow 2 931 Sant On Demand 1139 ES.TV FD 807 SEC Network 1931 Stars/On Demand 133 E5.TV 1789 Shorts FD 575 The Nord Network 890 Fix(E) 799 Shorts 892 TMC(E) 892 Flix On Demand 852 Showtime(E) 883 TMC(W) 1892 Flix On Demand 853 Showtime(W) 1882 TMC HD(E) 1656 G01 TV HO 854 Slowlime 2(E) 1883 TMC HD(W) 656 GolTV(English) 855 Showtime 2(W) 888 TMC On Demand 672 HRTV 1854 Showtime 2 HD(E) 1888 TMC On Demand 1914 Indieplex HO 1855 Showtime 2 HO(W) 884 WIC Xtra(E) 914 Indieplex 860 Showtime Beyond(E) 885 TMC Xtra(W) 1590 Jewish Broadcasting Service HD 861 Showtime Beyond(W) 1884 TMC Xtra HD(E) 590 'Jewish Broadcasting Seance 1960 Showtime Beyond HD(E) 1885 TMC Xtra HO(W) 1147 MAVTV HD 1861 Showrirne Beyond HD(W) 670 TVG 147 MAVTV 858 Showtime Extreme(E) 644 Universal Sports 1118 MGM HD 859 Showtime Extreme(W) 1844 Unhorse!Sports HD 119 MGM 1858 Showtime Extreme HD(E) 1559 UP FD 276 Military History 1856 Showtime Extreme HD(W) 559 UP 1786 MOVIE PLEX HD 662 Showtme Family(E) 1679 World Fishing Network HD 758 MOVIEPLEX 663 Showtime Family(W) 679 World Fishing Network Prism"Premium li, rs ris r ._.,rte I., _-105 1840 5 Sar Max HD 811 HBO Comedy(W) 812 HBO Zone(E) 840 5 Star Max 1910 HBO Comedy HD(E) 813 HBO Zone(W) 836 ActionMAX(E) 1811 HBO Comedy HD(W) 1812 HBO Zone HD(E) 837 AalonMAX(W) 806 HBO Family(E) 1813 IiBO Zone HD(Vv) 1836 AcrionMAX HD(E) 807 HBO Family(W) 1804 HBO2 HD(E) 1837 ActionMAX HD(W) 1806 HBO Family HD(E) 1805 HBO2 HD(W) 1846 Cinemax HD 1807 HBO Famly HD(W) 834 MoreMAX(E) 845 Cinem7x 1802 HBO HO(E) 835 MoreMAX(W) 832 Cinemax(E) 1809 HBO HD(W) 1834 MoreMax HD(E) 833 Cinemax(W) 914 HBO Latino(E) 1835 MoreMax HD(W) 1832 Cinemax HD(E) 815 HBO Latino(W) 1842 Mode MAX HD 1833 Cinemax HD(W) 1814 HBO Latino HD(E) 842 MOVIeMAX 850 Cinemax On Demand 1815 HBO Latino HD(W) 1844 Outer Max HD 1850 Cinemax On Demand 830 HBO On Demand 844 OuterMAX 802 HBO(E) 1830 HBO On Demand 838 ThrillerMAX(E) 803 H50(W) 808 HBO Signature(E) 839 ThdllerMAX(W) 804 HBO 2(E) 809 HBO Signature(W) 1838 ThrillarMax ID(E) 805 HBO (W) 1808 H80 Signature HD(E) 1839 Thrilleddax HD(W) 810 HBO Comedy(E) 1809 HBO Signature HD(W) Premium Packages Available as Add-ons: Preferred and Premium plans include select Add-on Channels. Cinemax Add-on Package 1840 5 Star Max I-D 833 Cinemax(W) 1842 Movie MAX HO 640 5 Star Max 1832 Cinemax HD(E) 842 MovIeMAX 838 Ac500MAX(E) 1833 Cinemax HD(W) 1844 Outer Max HD 937 ACllonMAX(W) 850 Cinemax On Demand 844 OulerMAX 1836 ActioaMAX HD(E) 1850 Cinemax On Demand 938 ThrillerMAX(E) 1837 Ac11onMAX HD(W) 634 MOreMAX(El 839 ThrillerMAX(W) 1846 Cinemax HD 835 MoreMAX(W) 1838 ThrillerMax HD(E) 848 Cinem?x 1834 MoreMax HD(E) 1839 ThdllerMax HD(W) 632 Cinemax(E) 1835 MoreMax HD(W) International-Al-Carte Add-on Package 3740 Al Jazeera America 3882 Filipino on Demand 3703 TV Asia 3710 Bollywood Hits on Demand 3602 Rai Balla 3880 TV Japan 3882 Channel One Russia 3704 Sony Entertainment Television Asia(SET 3832 TV5 Monde 3603 China Central TV Asla) 3702 Zee TV 3604 CTI-Zhorg Tian Channel 3706 STAR India PLUS 3681 The Filipino Channel Paquete Latino Add-on Package 3146 Bandamax 3102 Discovery en Espanol 3058 La Familia Cosmovision 3053 Boomerang en Espanol 3103 Discovery Familia 3017 Latete Novela 3022 Cable Noticlas 3051 Disney en Espanol 3149 Ritmoson Latino 3054 Cartoon Network en Espanol 3052 Disney XD Espanol 3078 TBN Enface 3025 Cine Mexican° 3302 ESPN Deportes 3143 Telehit 3127 Cine Sony 3077 EWrN en Espanol 3024 TV Chile 3202 CNN en Espanol 3303 FOX Deportee 3013 WAPA America 3128 De Pelicula 3304 GolTV 3129 De Pelicura Claim 3104 History en Espanol StarzlEncore Add-on Package 932 ENCORE(E) 1951 Encore On Demand 910 Steal Comedy(E) 933 ENCORE(W) 936 ENCORE Suspense(E) 911 Starzl Comedy(W) 938 ENCORE Action(E) 937 ENCORE Suspense(W) 1910 Starzl Comedy HD(E) 939 ENCORE Action(W) 1936 ENCORE Suspense HD(E) 904 Stand Edge(E) 1938 Encore Action HD(E) 940 ENCORE Westerns(E) 905 Slam!Edge(W) 942 ENCORE Black(E) 941 ENCORE Westerns(W) 1904 Steal Edge HD 943 ENCORE Black(W) 1914 tndleplex HD 1902 Stern HD(E) 1942 Encore Black IC(E) 914 Indieplex 1903 Starzl HD(W) 534 ENCORE Classic(E) 1788 MOVIEPLEX HD 908 Starz!In Black(E) 935 ENCORE Classic(W) 788 MOVIEPLEX 907 Starz In Black(W) 1934 ENCORE Classic HD(E) 1916 Retroplex HD 1908 Stan!In Black l-1) 946 ENCORE Espanol 918 Retroplex 412 Steal Kids end Fatal),(E) 944 ENCORE Fainly(E) 902 Starz)(E) 913 Stan!Kids and Famfy(W) 945 ENCORE Family(W) 903 Slarzl(W) 1912 Starzl Kids and FamLy HO 1932 Encore HD(E) 908 Steal Cinema(E) 931 Starzl On Demand 1933 Encore HD(W) 909 Starz)Cinema(W) 1931 Starzl On Demand 951 ENCORE On Demand 1908 Stant Cinema HD(E) Showtime Add-on Package 890 Flix(E) 1859 Showtime Extreme HD(E) 1857 Showtime Showcase HD(W) 892 Flix On Demand 1859 Showtime Extreme HD(W) 888 Showtime Women(E) 1882 Flix On Demand 862 Showtime Fairly(E) 867 Showtime Women(W) 852 Stmwtime(E) 883 Showtlme Family(W) 1866 Snowllme Women HD(E) 853 Showtime(W) 1852 Showtime HD(E) 1867 Showtime Women HD(W) 854 Showtime 2(E) 1853 Shavtime HD(W) 882 TMC(E) 855 Showtime 2(W) 864 Showtime Next(E) 883 TMC(W) 1854 Showtime 2 HD(E) 985 Showtime Nexl(W) 1882 TMC HD(E) 1855 Showtime 2 HD(W) 1884 Showtime Next HD(E) 1883 TMC HD(W) 860 Showtime Beyond(E) 1665 Showtime Next HD(W) 888 TMC On Demand 881 Showtime Beyond(W) 880 Showtime On Demand 1888 TMC On Demand 1860 Showtime Beyond HD(E) 1880 Showtime On Demand 884 TMC Xtra(E) 1881 Showtime Beyond HD(W) 850 Showtime Showcase(E) 885 TMC Xtra(W) 858 Showtime Extreme(E) 857 Showtime Showcase(W) 1884 TMC Xtra HD(E) 859 Showtime Extreme(W) 1856 Showtime Showcase HD(E) 1885 TMC Xtra HO(W) HBO Add-on Package 802 HBO(E) 1806 HBO Famfy HD(E) 808 HBO Signature(E) 803 HBO(W) 1807 HBO Family HD(W) 809 HBO Signature(W) 804 HBO 2(E) 1802 HBO HD(E) 1808 HBO Signature HD(E) 805 HBO 2(W) 1803 HBO HD(W) 1809 HBO Signature HD(W) $10 HBO Comedy(E) 814 HBO Latino(E) 812 HBO Zone(E) 811 HBO Comedy(W) 815 HBO Latino(W) 813 HBO Zone(W) 1810 HBO Comedy HD(E) 1814 HBO Latino HD(E) 1812 H80 Lone HD(E) 1811 HBO Comedy HD(W) 1815 HBO Latino HD(VV) 1813 HBO Zone HD(W) 806 HBO Family(E) 830 HBO On Demand 1804 H502 HD(E) B07 HBO Family(VV) 1830 HBO On Demand 1805 H8O2 HD(W) TRADE SECRET/PRIVILEGED INFORMATION CLASSIFICATION RATIONALE State: Minnesota Description/Title of Information: Application of Qwest Broadband Services, Inc. d/b/a CenturyLink for a Competitive Cable Franchise Agreement with the City of Shakopee Trade Secret/Privileged Designation Rationale: Exhibit B to the Application of Qwest Broadband Services, Inc. d/b/a CenturyLink for a Competitive Cable Franchise Agreement with the City of Shakopee contains information that is considered Trade Secret because (1) CenturyLink makes reasonable efforts to ensure its privacy and (2) the data derives actual or potential independent economic value because the information is not generally known to, and not being readily ascertainable by proper means by, other persons who can obtain value from its disclosure or use. For this reason, Exhibit B to the Application of Qwest Broadband Services, Inc. d/b/a CenturyLink for a Competitive Cable Franchise Agreement with the City of Shakopee should be protected from public disclosure. Exhibit B Has Been Redacted In Its Entirety E cs) E c3) .0 E.' v- CL CD 609- EftU °Ai ro Jr, ill "Ive 11g* cy) cy) c a) cp co CD 60- a. c o * 0. • • O) C)— E oo Cy) l'au 0 Ea Eft +NO •PO •In* PE: C73 " 0) 0)+-d cy) a) 4 4 ;IT4 — in N-- CL ftft LU Co vI- - a) 0 Co :1:1 0 LI- E c1112 0 as 0L Y mg U) i C N Z Q C) CC > o — "E' 444►� � z E > QVQ /► Za°'p wu O 2 g •2 u; > c - ai _ _i 2 � p = E a) •S u) o a) L w Y — 0 ca o >, 6- -o 0 co m J tai —1 U ca u) L- - _ U .JZU = F- u 0 0 CZ _moi U � U 'a V▪ D N C v} 0 O OU p w d? U Z Z C a, ,; OU O O c w z G? U) c O U c p c L 0 row cn° O 0O c.?', (-) 0 .. .- UU 0 zZwwwzw o • 0 ` � U O ai U _° Z Z , U o c Z o E � Q -0 a) � o EUU , 0 � v o � co o � � � c� � U (� c tte�m v0i CD 0 a� Y a� a~i =_ C_' c c_n a) a3 , Q •�I O c z LL Q- C _ u) L C m •a•L- a) — > = i Pig 000 — >, cacaa) ca (a000 caaL- cacaa) Eoca _ U2EwwC9ww0 .iUa. -) J0 wtnC9 � mO0o- r ., 3 - n W 0 e3 Gp L- 0 d O Q . ¢ � QaN*a � -J N < NQ N NQ n Q o .� CC NN++ > Qv r — s. NoNQ ¢ oNN cC m < ` N a) QU C < aCN N > D� U i. 0 QU COa co o > C ¢ o tv +"• 0J cXaO C a (,)i m a) . U . coQcC � a) � oYa) a)ci a) 7 = a -m +a "= a -0 o ca a) N o o iQo icaU " .a? cn E i (13 cat _ L- ca .c -c an — ao = o ca c = o •,— aaca o .O C O O m a 0 2E C) CD d OD v) C9 2E a m UL C9 U I— o- Q 0 i L =IV 0 II IMO F-C----1 >‘ .4:1 0 CO 6 To ' L.. C.) = E" E 0 (1) O E g" NI rfr 0 CD I ik... Ai :LI , i.... ....„ , = c E o , o c / (.) 0 ..e. u) 4-. cp c 3 , I i I ns• d Li 13 — a 1 o 0 W L. co to' E •i• . c VIM / 0 421) 111:: ZN ') I CI ' •imi Z P446.. ---- - C1) (...) -- W . 0 d rC73 , ▪ .d. — c O 0 7) •‘') 4?. .§ 1 0) c DCI) c.) 71E' a) 0 \ TD C T 0 = .13 . 0 0 o -6 , ?:-,:-,.. . . - % 1.:, .4,4=