EXHIBIT 10.14*
* Confidential treatment has been requested in
connection with this document.
NETWORK AGREEMENT BETWEEN
ALLIANT ENERGY COMPANIES AND
MCLEODUSA TELECOMMUNICATIONS SERVICES, INC.
This agreement is between Wisconsin Power and
Light Co., a Wisconsin corporation with offices at 222 West
Washington, Madison, WI 53703, IES Utilities, Inc. an Iowa
corporation with offices at 200 1st St. SE, Cedar Rapids, IA 52401
and Interstate Power Corporation, a Delaware corporation with
principal offices at 1000 Main St., Dubuque, IA 52004, and any
other corporation, 40% or more of which is owned by any of the
foregoing, or which is under common ownership or control with any
of the foregoing, or which is owned by Alliant Energy Corporation
(hereinafter “Alliant Energy” or the “Alliant
Energy Company or Companies”), and McLeodUSA
Telecommunications Services, Inc. (“McLeodUSA”), an
Iowa corporation with offices at McLeodUSA Technology Park, 6400 C
Street SW, P O Box 3177, Cedar Rapids, Iowa 52406-3177.
I. PURPOSE/
GRANT. This Agreement is for the purpose of exchanging attachment
space on the Alliant Energy Network for telecommunications capacity
owned by McLeodUSA, pursuant to the Telecommunications Act of 1996.
It takes the place of all previous contracts on this subject and is
effective as of the date signed. It is valid for Attachments of
telecommunications equipment to the Alliant Energy Network and
utilization of telecommunications capacity on McLeodUSA’s
Network, and for no other purpose.
With this Agreement, Alliant Energy grants
McLeodUSA, and any other corporation, 40% or more of which is owned
by or which is under common ownership or control of McLeodUSA the
right to construct, install, maintain, operate, inspect and remove
communications cable, and the necessary fixtures, wires and
equipment, including antennae, associated with communications cable
used for the purpose of transmitting telecommunications and
communications signals including but not limited to audio, video or
data type communications (“Telecommunication
Purposes”). With this Agreement, McLeodUSA grants Alliant
Energy the right to usage of communications signals, associated
with the transmittal of telecommunications and communications
signals, including but not limited to audio, video or data type
communications, anywhere on the McLeodUSA Network (“Transport
Capacity”) pursuant to the terms of this
Agreement.
II. TERM. This
Agreement has an initial term of 30 years, and automatically renews
for 5 five year terms, unless written notice to terminate is given
by either party to the other three years prior to the expiration of
the initial or any renewal term. This is not an exclusive
agreement. Either party may enter into similar arrangements with
other parties, including but not limited to other telephone
companies, municipalities, private individuals, utilities or CATV
companies.
III.
DEFINITIONS
“McLeodUSA Network” means the
communications network consisting of fiber, fiber cable, telephone
cable, optronics, attachments, hubs, Customer Connections (the
connection from a customer site that purchases communications
service from McLeodUSA) and other communications materials owned,
leased and constructed by McLeodUSA, including fiber-optic fibers,
fiber-optic cable, and hardware owned by McLeodUSA.
“The Alliant Energy Network” means
the network consisting of underground duct and overhead structures,
including microwave and radio towers, owned by any Alliant Energy
Company, carrying that company’s electrical transmission
and
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distribution system, distribution, transmission
and other facilities owned by Alliant Energy, fee owned real estate
on which such facilities are located and equipment used for
transmission and distribution of energy. Real estate which is not
used as right of way or for electric or gas utility structures is
not subject to this Agreement, and utilization of such real estate
by McLeodUSA shall be subject to a separate agreement requested
from Alliant Energy Real Estate and Right of Way Department
(hereinafter “AEREROWD”).
“Alliant Energy Engineering
Standards” means the written, uniformly applied standards
developed by Alliant Energy for use in determining the methods and
equipment used, and safety precautions to be taken, in making an
attachment to the Alliant Energy Network.
“Optronics” means device(s),
otherwise known as an “opto-electrical transducer”,
which converts electrical energy to optical energy and vice versa,
which are used as transmitters and receivers in fiber optic
communications systems. Optronics includes devices installed or
existing on Alliant Energy Company owned or leased premises, as
well as the portion of the device installed or existing on the
McLeodUSA Network which is necessary for Alliant’s usage, but
does not include that portion of an optronic device on the
McLeodUSA Network which is necessary for use by other McLeodUSA
customers.
“Attachment” means the placement of
McLeodUSA fiber, wires, fiber cable, telephone cable, optronics,
and associated equipment on or in Alliant Energy
Network.
“Alliant Energy Pricing Option”
means the model utilized by McLeodUSA for pricing the installation
of fiber and optronics for the Alliant Energy Companies, attached
hereto and incorporated herein by reference as Exhibit A. The
Alliant Energy Pricing Option is valid only for utilization of DS-1
and DS-3 capacity by Alliant Energy on McLeodUSA’s Network.
Other fiber, optronics or network construction requests by Alliant
Energy shall be by separate agreement.
IV. ATTACHMENT
PERMITS
Before making an Attachment, McLeodUSA will
obtain a permit to attach from AEREROWD using the procedure and
forms attached hereto and incorporated herein by reference as
Exhibit B. The Attachments must meet Alliant Energy Engineering
Standards, copies of which will be provided to McLeodUSA. Alliant
shall provide McLeodUSA with copies of any changes to such
Engineering Standards which relate to McLeodUSA Attachments.
Overlashing will be allowed with a separate permit from the
AEREROW. Alliant shall conduct inspections to assure that McLeodUSA
complies with such Alliant Energy Engineering Standards.
McLeodUSA agrees to reimburse Alliant Energy for
the cost of a field study, including but not limited to the cost of
a pre-construction inspection by Alliant Energy personnel,
engineering, planning any changes to the Alliant Energy equipment
necessary to accommodate the Attachment, and the cost of a
post-construction inspection.
McLeodUSA, its subsidiaries and affiliates,
agree that utilization of the Alliant Energy Network shall be
limited to Telecommunications Purposes only. All telecommunications
equipment must be installed and maintained by McLeodUSA according
to the requirements of all applicable Federal, State and local
codes and authorities, including but not limited to the
Telecommunications Act of 1996.
V. SERVICE
REQUESTS BY ALLIANT ENERGY
Alliant Energy will complete a Service Order
form (attached as Exhibit C) requesting utilization of Transport
Capacity on McLeodUSA’s Network. Such form shall describe the
location of the facilities to be utilized and the Capacity
required. Alliant Energy agrees that utilization of Transport
Capacity on McLeodUSA’s Network will not be used to compete
with McLeodUSA’s telecommunications business and will be
limited to voice, video and data communications for internal
purposes only, which purposes include metering,
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monitoring or controlling energy and water
utilization by customers, to the extent that such uses shall not
adversely impact McLeodUSA service to its customers.
VI. ATTACHMENT,
OVERLASHING, REPLACEMENT,TRANSFER OR OTHER SERVICES
A. ALLIANT ENERGY NETWORK. The parties recognize
that it may be to their mutual benefit for Alliant Energy to
perform installing, replacing, transferring or overlashing of any
McLeodUSA telecommunications facilities on the Alliant Energy
Network. To the extent reasonably and economically feasible,
McLeodUSA shall make good faith efforts to subcontract this type of
work to Alliant Energy. McLeodUSA will, prior to the commencement
of any such services, supply to Alliant Energy evidence that its
personnel have been properly and adequately trained in safe working
practices in and around electric lines. If McLeodUSA Attachments
are to be made in the vicinity of a substation in the Alliant
Energy Network, as shown on the route map supplied by McLeodUSA
pursuant to the Attachment Permit requested by McLeodUSA under
Section IV of this Agreement, McLeodUSA will, at Alliant
Energy’s request, provide an access loop or splice point at,
or as close as reasonably possible to, the substation.
B. MCLEODUSA NETWORK. In the event that Alliant
Energy requests that McLeodUSA undertake a project for which
construction of additional facilities on the McLeodUSA Network is
required, the costs of such construction shall be charged to
Alliant Energy pursuant to the Alliant Energy Pricing Option
attached hereto and incorporated herein by reference as Exhibit .
Requests for such construction shall be made using the procedure
and forms attached hereto and incorporated herein by reference as
Exhibit D.
VII. ALLIANT ENERGY NETWORK CHANGES
TO ACCOMMODATE ATTACHMENT
If Alliant Energy determines that a structure,
tower, duct or real estate is inadequate to support the McLeodUSA
Attachment, the structure, tower, duct or real estate will be
modified or replaced. Such replacement shall be at
McLeodUSA’s expense if such modification or replacement is
required by Alliant Energy Engineering Standards. The expense will
be determined by adding the total cost of the new facilities,
engineering and testing, related maintenance, removal of the old
facilities, and any cost to third parties. Subtracted from that
total will be the salvage (not to exceed original cost) or the
accumulated depreciation (whichever is greater) and any expenditure
for Alliant Energy’s convenience. The remaining amount will
be billed to McLeodUSA. Amounts due third parties are to be paid
directly to them by McLeodUSA. McLeodUSA must provide the necessary
guying to support unbalanced loads. The guying must meet Alliant
Energy’s Engineering standards. McLeodUSA may attach guying
to the Alliant Energy anchors only if Alliant Energy determines
that there is adequate anchor capacity. If Alliant Energy
determines that the anchor does not have sufficient capacity,
McLeodUSA will provide its own anchor.
If it is necessary to replace or rearrange the
Alliant Energy Network facilities to accommodate McLeodUSA’s
Attachment pursuant to the Alliant Energy Engineering standards.
Alliant Energy will replace or rearrange its facilities and bill
McLeodUSA for the costs.
If more than one customer, including McLeodUSA,
which has no attachment simultaneously submits a request for
attachment, and if construction, replacement or rearrangement is
required, the cost will be prorated. This proration will be agreed
on before construction begins.
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VIII. OPTRONICS
Installation of all Optronics will be performed
by McLeodUSA on McLeodUSA’s Network. Alliant Energy will pay
for optronics installed by McLeodUSA in accordance with the Alliant
Energy Pricing Option, Exhibit A. McLeodUSA will own and maintain
all optronics.
IX. MAINTENANCE OF
ATTACHMENTS
McLeodUSA agrees to maintain its Attachments in
safe condition and good repair in accordance with all code
requirements and in the manner required by Alliant Energy. Except
for Attachments involving: 1)hazardous conditions; or 2) potential
effect on the reliability of the Alliant Energy Network, Alliant
Energy will provide McLeodUSA 10 days notice and the opportunity to
repair or replace Attachments which do not comply with the Alliant
Energy Engineering standards. Attachments involving hazardous
conditions or potential effect on the reliability of the Alliant
Energy Network may be repaired or replaced by Alliant Energy
without notice or the opportunity to cure. McLeodUSA will pay for
such repair or replacement upon receipt of a bill therefor from
Alliant Energy. McLeodUSA’s Attachments must not impair the
use of the Alliant Energy Network by Alliant Energy or other
attachers. McLeodUSA agrees to transfer or relocate its Attachments
upon sixty (60) days advance notice when requested by Alliant
Energy, unless otherwise agreed upon by the parties. In an
emergency Alliant Energy may transfer McLeodUSA’s
Attachments, to another structure, tower, duct or location and bill
McLeodUSA for the work. If McLeodUSA has not removed any
Attachments within sixty 60 days of request by Alliant Energy,
McLeodUSA authorizes the removal of any such Attachments by Alliant
Energy at McLeodUSA’s expense.
When it is necessary for Alliant Energy to
replace a structure, tower, duct or location to which McLeodUSA is
attached, Alliant Energy will give McLeodUSA 60 days notice in
advance of the construction date. McLeodUSA agrees to have a crew
at the job to make the transfer with the Alliant Energy crew or
reimburse Alliant Energy for making the transfer. If Alliant Energy
replaces a structure, tower, duct or location based on its need,
McLeodUSA will only be responsible for paying the costs of
transferring its Attachment to the new structure, tower, duct or
location.
Alliant Energy will perform all tree trimming
required for its attachments on Alliant Energy Network. McLeodUSA
will pay, as the portion of the tree trimming costs related to
McLeodUSA facilities, 20% of Alliant tree-trimming costs attributed
to the structures, towers, ducts or real estate on which McLeodUSA
has Attachments.
X. NETWORK
CHANGES
Except as provided otherwise in this agreement,
McLeodUSA will be responsible for the actual costs to relocate,
rearrange or otherwise
