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Direct Dial: 605-275-6610 Email: nicole.tupman@midco.com

April 10, 2020

Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, SW Washington, DC 20554

RE: In the matter of Connect America Fund and Rural Digital Opportunity Fund Phase I Auction AU Docket No. 20-34, WC Docket No. 19-126, WC Docket No. 10-90 Comments of Midcontinent Communications Request for Confidential Treatment Under the FCC’s Rules

Dear Ms. Dortch:

On behalf of Midcontinent Communications (“Midco”), attached please find an unredacted version of Midco’s comments (the “Comments”) in response to the Commission’s public notice requesting interested parties to challenge census blocks listed as eligible for the Rural Digital Opportunity Fund auction.1 A redacted version of the Comments was filed under separate cover in AU Docket No. 20-34, WC Docket No. 19-126, and WC Docket No. 10-90. Pursuant to Sections 0.457(d) and 0.459 of the Commission’s rules, Midco hereby requests that the Commission withhold from public inspection, and accord confidential treatment to, the information marked as confidential in the Comments.

The Comments include sensitive commercial information regarding certain the operations of Midco, including the boundaries of its actual service areas in Minnesota, North Dakota, and South Dakota. Such information falls squarely within Section 0.457(d) of the Commission’s

1 “Wireline Competition Bureau Releases Preliminary List and Map of Eligible Areas for the Rural Digital Opportunity Fund Phase I Auction,” Public Notice, AU Docket No. 20-34, WC Docket No. 19-126, WC Docket No. 10-90, DA 20-275 (rel. Mar. 17, 2020).

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rules, as well as Exemption 4 of the Freedom of Information Act (“FOIA”),2 and thus should not routinely be made available for public inspection. Exemption 4 of FOIA provides that the statute’s public disclosure requirement “does not apply to matters that are (4) trade secrets and commercial or financial information obtained from a person and privileged or confidential.”3 The enclosed information should be afforded confidentiality under Exemption 4 because it is sensitive commercial information, much of which was developed solely for purposes of submission in this proceeding. Such material customarily would not be released to the public by Midco, and its release would cause substantial harm to Midco’s competitive position.

While Midco believes that the confidential nature of the commercial information included in the Comments automatically qualifies this submission as the type of record not routinely available for public inspection under Section 0.457(d) of the FCC’s rules, Midco out of an abundance of caution also alternatively requests that this material be withheld from public inspection pursuant to Section 0.459, although by the terms of that rule, such a request should be “unnecessary.” Midco seeks confidential treatment for the enclosed commercially sensitive information. This information is being provided to the Commission only, and Midco has taken great care to prevent its unauthorized disclosure to unaffiliated third parties. While related information has been provided previously to the Commission in Midco’s Form 477 filings, it was provided as confidential information, subject to the same protections requested in this letter. None of the confidential information included in the Comments currently is available to the public, and the information is not disclosed to third parties in the ordinary course of business.

Please inform me if you have any questions about this matter.

Very truly yours,

/s/ Nicole O. Tupman

Nicole O. Tupman Assistant General Counsel

Enclosure

2 See 5 U.S.C. § 552(b)(4). 3 Id. The Commission’s rules mirror this language. See 47 C.F.R. § 0.457(d).

3901 North Louise Avenue  Sioux Falls, SD 57107

Midco is an Equal Opportunity Employer/Disabled/Veteran REDACTED FOR PUBLIC INSPECTION

Before the

FEDERAL COMMUNICATIONS COMMISSION

Washington, D.C. 20554

In the matter of Connect America Fund and ) AU Docket No. 20-34 Rural Digital Opportunity Fund Phase I ) WC Docket No. 19-126 Auction ) WC Docket No. 10-90 )

COMMENTS OF MIDCONTINENT COMMUNICATIONS

Midcontinent Communications (Midco) submits a challenge to certain census blocks listed as eligible for the Rural Digital Opportunity Fund Auction 904 (RDOF or RDOF Auction) because Midco serves the census blocks with voice and broadband, Midco serves the census blocks with broadband and voice is or will be available, and/or Midco has been awarded state funding to serve the blocks with broadband and voice in the near future. By granting this challenge, the Commission can ensure that scarce taxpayer dollars are reserved for truly unserved areas.

INTRODUCTION

Midco has a long history of providing communications services in the rural Midwest.

Founded in 1931, Midco began by operating movie theatres, then entered the radio business, and in 1954, owned the first television station in South Dakota.

Beginning in the 1980s, Midco became a telecommunications provider by reselling long distance and eventually local telephone service. Midco took advantage of the

Telecommunications Act of 1996 and started building its own voice facilities within its footprint,

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including some rural markets.1 Midco currently has ETC authority in markets in Minnesota,

North Dakota, South Dakota, and Kansas.2 Midco has always taken seriously our responsibility

to the public as part of our ETC status. If Midco can provide voice, we do so in whatever

manner we can, including using our own voice facilities on wireline or wireless broadband via

VoIP or through resold lines.

While we want to provide voice and lifeline services to other markets, it is not always

feasible to do so. Over the years, we have sought to expand our voice offerings and ETC status

in some rural markets, but faced expensive intervening litigation by some of the rural

telecommunications companies, forcing us in some cases to withdraw our request to serve.3 In other circumstances, it is not economically feasible to offer voice when there is an incumbent or rural provider and the population density does not support an additional voice provider.

Consequently, Midco does not offer voice in all of the markets in which we offer broadband.

Midco expanded service offerings beyond voice in 1996 when we launched broadband internet in rural South Dakota. After innovating and building out our wired network and launching Gig service to most of our wired customers, we decided to expand our network to more rural areas using fixed wireless. We acquired a fixed wireless company in March of 2018

1 See, e.g., FCC, Telecommunications Act of 1996, https://www.fcc.gov/general/telecommunications-act-1996 (“The Telecommunications Act of 1996 is the first major overhaul of telecommunications law in almost 62 years. The goal of this new law is to let anyone enter any communications business -- to let any communications business compete in any market against any other.”) 2 Midco also has limited video and broadband operations in western Wisconsin; Midco does not offer voice services in Wisconsin at this time. 3 See, e.g., In the Matter of the Application of Midcontinent Communications for Lifeline Eligible Telecommunications Carrier Designation within Certain Rural Service Areas, Doc. No. TC16- 044, S.D. Public Utilities Commission and intervening Petition by the South Dakota Telecommunications Association.

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for this purpose. Using our Midco Edge OutSM strategy, we “edge out” our high-speed internet

from our fiber backbone in urban areas to rural areas using advanced, LTE fixed wireless technology.

Once we have completed our current expansion, and using the $38.9 million that we were awarded in the Connect America Fund Phase II Auction (CAF II), we will pass over 200,000 additional homes with fiber and advanced fixed wireless technology in the remote, rural areas of

North Dakota, South Dakota, and Minnesota.4

Beyond CAF II and a few limited grants, Midco builds out the network using private capital. In the last 20 years, Midco has invested over $800 million in capital projects throughout our footprint.5 We are committing $500 million over the next 10 years to provide symmetrical

speeds of 10 gigabits per second as part of the 10G initiative.6 Despite our significant private

investments and high-speed, low cost service offerings, Midco has been overbuilt by other

providers using federal broadband funding.7

Midco has been overbuilt even though other areas of our footprint continue to lack access

to any broadband. We believe that limited government funds should be used to serve the truly unserved first. Therefore, Midco is submitting this challenge. In reviewing the eligible areas for

RDOF, we discovered that some of the allegedly unserved census blocks for the RDOF Auction

are actually served.

4 In addition to CAF II support, Midco has been awarded a few broadband grants in Minnesota and South Dakota. 5 Testimony of Justin Forde, Senior Director of Government Relations at Midco, The Impact of Broadband Investments in Rural America before the Committee on Commerce, Science, and Transportation, Subcommittee on Communications, Technology, Innovation, and the Internet, U.S. Senate (Mar. 12, 2019) at p. 8. 6 Id. 7 See id. at p. 10. 3

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DISCUSSION

Midco is a current Form 477 filer. As required, Midco has specified on the confidential

Exhibit A all “census blocks that have become served with voice and 25/3 Mbps or better

broadband services since June 30, 2019[.]”8 This data includes Midco’s most recent Form 477

filing;9 data that the Commission has indicated it will analyze in determining eligible census

blocks for the RDOF Auction.10 Since Midco already provides voice and qualifying broadband

to the census blocks listed on Exhibit A, those census blocks are served and should be excluded

from the RDOF Auction.

Additionally, Midco has specified on confidential Exhibit B, tab 1, all census blocks that

Midco currently serves with 25/3 Mbps or better broadband services since June 30, 2019, and

where Midco intends to offer voice, namely in incumbent markets where we have

interconnection agreements with the incumbent provider. This includes, for example, a network

buildout Midco recently completed through a grant provided by the South Dakota Governor’s

Office of Economic Deployment (SD GOED). See Exhibit C.

On Exhibit B, tab 2, Midco has specified census blocks where it currently can provide

25/3 Mbps or better broadband services, and where a rural telecommunications (RLEC) is the

8 Wireline Competition Bureau Releases Preliminary List and Map of Eligible Areas for the Rural Digital Opportunity Fund Phase I, AU Doc. No. 20-34, WC Doc. No. 19-126, and WC Doc. No. 10-90 (Mar. 17, 2020) (the “RDOF Eligible Areas Notice”) at p. 1. 9 Confidential Exhibit A includes data from Midco’s revised Form 477 filed on April 3, 2020, which corrects errors in its serviceable territory using more accurate engineering, GIS, and propagation analysis. 10 Comment Sought on Competitive Bidding Procedures and Certain Program Requirements for the Rural Digital Opportunity Fund Auction (Auction 904), AU Doc. No. 20-34, WC Doc. No. 19-126, WC Doc. No. 10-90 (the “RDOF Competitive Procedures”) at ¶ 12 (“Consistent with the Rural Digital Opportunity Fund Order, the Bureau will release a list and map of initially eligible census blocks, and these census blocks will be subject to a limited challenge process. Additionally, if more recent data become available for this purpose when we adopt the specific procedures for Auction 904, we will use the more recent data to determine the eligible areas.”) 4

REDACTED FOR PUBLIC INSPECTION incumbent provider with an obligation to offer voice. While Midco would like to offer voice in all possible markets, it is not always possible for Midco to do so.11 Regardless, the census blocks are served with qualifying broadband and have an RLEC voice provider in their territory. Midco asserts that the Commission can and should find that these census blocks are served. Otherwise scare funds could be distributed to areas that are already served, contrary to the stated purpose of the RDOF Auction.12

Finally, Midco challenges certain census blocks as being ineligible for the RDOF

Auction as those areas will be subsidized through state grants:

• In 2020, the Minnesota Department of Employment and Economic Development (“MN

DEED”) awarded Midco a grant to provide service in certain areas of Scandia,

Minnesota. Midco is starting construction in this area and, pursuant to the grant, we will

provide broadband service of at least 25/3 Mbps. Midco currently provides voice

services in Scandia and will expand voice service into the grant areas as our buildout is

completed, no later than 2022. The Scandia grant and covered census blocks are

attached as Exhibit D.

• In 2020, MN DEED also awarded Midco a grant to provide service in certain areas of

Renville, Minnesota. Midco is starting construction in this area and, pursuant to the

grant, we will provide broadband service of at least 25/3 Mbps no later than 2022. The

Renville grant and covered census blocks are attached as Exhibit E. Midco will also

provide voice as part of its buildout in the Renville, Minnesota area. Attached as

11 See supra p. 3 & n.3. 12 See, e.g., RDOF Competitive Procedures at ¶ 1 (“The auction will award up to $16 billion over 10 years to service providers that commit to offer voice and broadband services to fixed locations in eligible unserved high-cost census blocks.” (emphasis added)). 5

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Exhibit F is the recent Notice of Expansion Area that Midco filed with the Minnesota

Public Utilities Commission to provide voice in the Renville area, further indicating

Midco’s intent to provide voice in the census blocks listed in Exhibit E and the general

Renville area.

As stated within the grant documents from MN DEED and SD GOED, Midco has an

“enforceable commitment to offer broadband service at 25/3 Mbps or better and for which funding has already been paid or a formal commitment has been executed”13 within the census blocks indicated in Exhibits B, D, and E. The Commission, therefore, should exclude the census blocks listed on Exhibits B, D, and E “to avoid duplicating those programs with Rural Digital

Opportunity Fund support.”14

CONCLUSION

For the reasons stated above, Midco requests that the Commission find that the census blocks contained within Exhibits A, B, D and E are already or soon will be served and, therefore, are ineligible for the RDOF Auction.

April 10, 2020 Respectfully submitted,

MIDCONTINENT COMMUNICATIONS

/s/ Nicole O. Tupman Nicole O. Tupman Assistant General Counsel 3901 N. Louise Ave. Sioux Falls, SD 57107 (605) 275-6610

13 RDOF Eligible Areas Notice at p. 2. 14 Id. at p. 1. 6

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EXHIBIT A CENSUS BLOCKS SERVED WITH VOICE AND BROADBAND [BEGIN CONFIDENTIAL]

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[END CONFIDENTIAL]

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EXHIBIT B CENSUS BLOCKS SERVED WITH VOICE AND BROADBAND [BEGIN CONFIDENTIAL]

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[END CONFIDENTIAL]

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EXHIBIT C SOUTH DAKOTA GOED GRANT

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Connect SD 2019-04 GRANT AGREEMENT

This agreement is entered into by and between the State of South Dakota, by and through the Governor’s Office of Economic Development (“GOED” or the “State”), and Midcontinent Communications (“Company”).

I. RECITALS

WHEREAS, the State of South Dakota has identified the lack of reliable, high-speed broadband access as a significant detriment to economic development in many areas of the state; and,

WHEREAS, the State of South Dakota understands the significant costs to private Internet service providers associated with the expansion of new or upgraded broadband infrastructure into unserved and underserved areas; and,

WHEREAS, in response to those costs, the 2019 South Dakota State Legislature committed $5 million to launch the Connect South Dakota program, which aims to develop public- private partnerships to enhance Internet access across the state; and,

WHEREAS, this program, administered by the Governor’s Office of Economic Development, will allow companies to leverage their own funds with matching state funds to better serve the public; and,

WHEREAS, Company desires to enter into a public-private partnership with the State and submitted a successful application for funding dated May 10, 2019 (“Application”) to GOED, which is attached as Exhibit A and hereby incorporated into this Agreement as if set out in full; and,

WHEREAS, Company received notice of awarded funds via letter from GOED dated May 29, 2019 from the Governor’s Office of Economic Development and wishes to complete this Agreement to provide for access to such funds.

NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows.

II. TERM OF AGREEMENT

The term of this Agreement will run from May 28, 2019, through December 31, 2019.

III. AWARD

Company is hereby awarded a Connect South Dakota grant in the amount of $306,199, not to exceed 25% of the total project costs as outlined in the Application. REDACTED FOR PUBLIC INSPECTION IV. COMPANY COMMITMENTS

A. Company hereby agrees to the following:

1. to design, procure necessary equipment and services, and complete the build out of expanded broadband infrastructure within South Dakota as detailed in its Application; 2. to submit monthly progress reports to GOED including: ▪ Company or third-party design activity undertaken, including progress on project plans; ▪ Company procurement activity started and completed; ▪ Project construction activity; ▪ Other information Company believes demonstrates progress under the grant; and ▪ Any other information specifically requested by GOED; 3. to complete the project as detailed in the Application no later than December 31, 2019; 4. to pay for any portion of project expenses not covered by State funds awarded under this Agreement; and 5. to submit a final report detailing the complete cost of the project, Company financial contribution, and a listing of new residential, commercial, farm, and government subscribers to the service by January 7, 2020.

B. Company hereby acknowledges the project must be completed by December 31, 2019, and that no project-related expenses incurred after that date are eligible for reimbursement. Company also acknowledges and agrees that, should it fail to complete the project as detailed in the Application, Company will refund any payment made under this Agreement.

V. GOED COMMITMENTS

A. GOED hereby agrees to issue two payments to Company on a reimbursement basis as follows:

1. a first payment no later than August 31, 2019, provided the Company has requested payment at least 30 days prior to this date; should Company request payment after August 31, 2019, GOED will make payment within 30 days of Company’s payment request; 2. a final payment within 30 days of receipt of a final payment request following completion of the project, but in any case no later than January 30, 2020

B. GOED’s payment obligation under this section is conditioned upon receipt of documentation, acceptable to GOED in its sole discretion, of incurred project expenses together with proof of payment, such as cancelled checks or proof of electronic funds transfer. GOED’s payment obligation under this section is further limited to a total of $306,199 or 25% of total project costs, whichever is less.

REDACTED FOR PUBLIC INSPECTION VI. ADDITIONAL PROVISIONS

A. This Agreement may be renewed, amended or terminated upon mutual consent of all parties.

B. Nothing in this Agreement shall be construed to create any legal partnership, joint venture, or other commercial or business arrangement between the parties. It is the intent of the parties that the relationship between them created under this Agreement be solely that of grantor (i.e., GOED) and grantee (i.e., Company).

C. This Agreement depends on the continued availability of appropriated funds and expenditure authority from the Legislature for this purpose. If for any reason the Legislature fails to appropriate or grant expenditure authority, or funds become unavailable by operation of law, this Agreement will be terminated by the State. Termination for any of these reasons is not a default by the State nor does it give rise to a claim against the State.

D. This Agreement and its terms shall be governed by the laws of the State of South Dakota. Any lawsuit arising out of this Agreement must be brought in the Circuit Court, Sixth Judicial Circuit, Hughes County, South Dakota.

E. In the event Company fails to utilize the funding in accordance with the terms hereof, GOED may unilaterally terminate this Agreement, at which time any funding provided to Company hereunder will be subject to refund at the discretion of GOED.

The parties signify their agreement, effective May 29, 2019, by their signatures affixed below.

______Scott Smidt Steve Westra, Commissioner Midcontinent Communications Governor’s Office of Economic Development 3901 N Louise Avenue 711 E. Wells Avenue Sioux Falls, SD 57107 Pierre, SD 57501-3369

Date: ______Date: May 29, 2019

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STATE OF SOUTH DAKOTA GRANT RECIPIENT OR SUBRECIPIENT ATTESTATION

Midcontinent Communications

By completing this form, you, the recipient or subrecipient, attest to meeting the following requirements per SDCL 1-56-10:

(1) A conflict of interest policy is enforced within the recipient’s or subrecipient’s organization;

(2) The Internal Revenue Service Form 990 has been filed, if applicable, in compliance with federal law, and is displayed immediately after filing on the recipient’s or subrecipient’s website;

(3) An effective internal control system is employed by the recipient’s or subrecipient’s organization; and

(4) If applicable, the recipient or subrecipient is in compliance with the federal Single Audit Act, in compliance with § 4-11-2.1, and audits are displayed on the recipient’s or subrecipient’s website.

If you, the recipient or subrecipient, have concerns regarding the requirements listed above, please contact your state agency representative before signing this form.

Printed Name of Person Completing Form: ______

Printed Title of Person Completing Form: ______

Signature of Person Completing Form: ______

Date: ______

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EXHIBIT D SCANDIA MINNESOTA DEED GRANT AND AFFECTED CENSUS BLOCKS

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Deputy Commissioner

February 28, 2020 REDACTED FOR PUBLIC INSPECTION REDACTED FOR PUBLIC INSPECTION

EXHIBIT D - RDOF CENSUS BLOCKS THAT WILL BE SERVED BY MIDCO IN THE SCANDIA, MN AREA PURSUANT TO A STATE GRANT

EXHIBIT E RENVILLE MINNESOTA DEED GRANT AND AFFECTED CENSUS BLOCKS

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STATE OF MINNESOTA GRAN T CONTRACT

DEPARTME NTOFEMP LOYME NTAN DECONOMICDEVELOPMENT OFFICE OF BROADBAND DEVELOPMENT Border to Border Broadband Development Grant Contract Midcontinent Communications Renville Broadband Build Project Grant No: BBGP-20-0017-FY20 $230,835.00

This grant contract is between the State of Minnesota, acting through the Department of Employment and Economic Development, Office of Broadband Development, (STA TE) and Midcontinent Communications, 3600 Minnesota Drive #700, Edina, MN 55435 ("GRANTEE").

Recitals 1. Under Minn. Stat.l 16J.395-116J.396 the State is empowered to enter into this grant to assist broadband providers with eligible infrastructure acquisition and installations costs. 2. The State is in need of partnerships to promote the expansion of access to broadband service to all areas of the state and to incent deployment of broadband infrastructure to unserved and underserved areas of the state. 3. The Grantee represents that it is duly qualified and agrees to perform all services described in this grant contract to the satisfaction of the State. If administrative costs are eligible under this grant then pursuant to Minnesota Statutes $16B.98, subdivision 1, the Grantee agrees to minimize administrative costs as a condition of this grant. Grant Contract 1 Term of Grant Contract 1.1 Effective date: The date the State obtains all required signatures under Minn. Stat.§16B.98, Subd. 5. Per Minnesota Statute §16B.98 Subd. 5 and Minnesota Statute §16B.98, Subd. 7, no payments will be made to the Grantee until this grant contract is fully executed. 1.2 Expiration date: June 30, 2022, or until all project obligations have been satisfactorily fulfilled, whichever occurs first. 1.3 Survival of Terms. The following clauses survive the expiration or cancellation of this grant contract: 8. Liability; 9. State Audits; 10. Government Data Practices and Intellectual Property; 12. Publicity and Endorsement; 13. Governing Law, Jurisdiction, and Venue; and 15 Data Disclosure.

2 Grantee's Duties 2.1 Duties, Deliverables, and Completion Dates The Grantee, who is not a state employee, will: comply with required grants management policies and procedures set forth through Minn.Stat.§16B.97, Subd. 4 (a) (1) and will perform the duties outlined in Exhibit A, which is attached and incorporated into this grant contract.

These exhibits are attached and incorporated into this contract: REDACTED FOR PUBLIC INSPECTION

EXHIBIT A-Grantee's Duties EXHIBIT B-Grant Application is incorporated into this contract by reference: No terms or conditions of the Grant application will be construed to modify, diminish, or derogate the terms and conditions of this Contract. EXHIBIT C-Approved Budget EXHIBIT D-Project Timetable EXHIBIT E-Conflict of Interest Form EXHIBIT F-Prevailing Wage Form

2.2 Provisions for Contracts and Sub-grants. (a) Contract Provisions. The Grantee must include in any contract and sub-grant, in addition to provisions that define a sound and complete agreement, such provisions that require contractors and sub-grantees to comply with applicable state and federal laws.

(b) Ineligible Use of Grant Funds. The dollars awarded under this grant agreement are grant funds and shall only be used by Grantee or awarded by Grantee to third parties as grant funds and cannot take the form of a loan under any circumstance. Grantee shall not use, treat, or convert the grant funds into an interest bearing loan, a non-interest bearing loan, a deferred loan, a forgivable deferred loan or any other type of loan. Further, Grantee shall include in any contract or sub-grant awarding the grant funds to a third party all the provisions and requirements of this grant agreement, including the requirement that these dollars are grant funds only and cannot be used, treated or converted into any type of loan.

(c) Job Listing Agreements. Minn. Stat. 116L.66, subd.1, requires a business or private enterprise to list any vacant or new positions with the state workforce center if it receives $200,000 or more a year in grants from the State. If applicable, the business or private enterprise shall list any job vacancy in its personnel complement with Minnesota Works.net at www.minnesotaworks.net as soon as it occurs.

(d) Payment of Contractors and Subcontractors. The Grantee must ensure that all contractors and subcontractors performing work covered by this grant are paid for their work that is satisfactorily completed.

3 Time The Grantee must comply with all the time requirements described in this grant contract. In the performance of this grant, time is of the essence.

4 Consideration and Payment 4.1 Consideration. State will pay for all services performed by the Grantee under this grant contract as follows:

(a) Compensation. The Grantee will be paid for services performed in Exhibit A in accordance with the breakdown of costs as set forth in Exhibit C, up to the agreed-upon match. Total compensation not to exceed $230,835.00.

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In accordance with Minn. Stat.l 16J.395, Subd. 7, the grant will pay for 25% of the total eligible project costs. This requires a local match of75% percent for the purpose of this project, which equates to $692,503.00 for a total eligible project cost of $923,338.00.

(b) Total Obligation. The total obligation of the State for all compensation and reimbursements to the Grantee under this grant contract will not exceed $230,835.00.

4.2. Payment (a) Invoices. The State will disburse funds to the Grantee pursuant to this Contract, based upon payment requests submitted by the Grantee and reviewed and approved by the State. Payment requests must be accompanied by supporting invoices that relate to the activities in the approved budget. The State will provide reimbursement payment request forms.

Invoices may be submitted on a monthly basis; however, at a minimum, an invoice for an award shall be submitted by the Grantee for expenses incurred 25 days after the end date of the state fiscal year of June 30. All project expenditures reimbursable by the grant must end by the grant-term expiration date, and final payment requests for reimbursement must be received no later than 30 days after the grant-term expiration date.

(b) Eligible Costs. Eligible costs include the costs identified in the Section 4.1 (a) of this Contract that are incurred on or after the contract effective date for the grant award through the end of the contract period.

5 Conditions of Payment All services provided by the Grantee under this grant contract must be performed to the State's satisfaction, as determined at the sole discretion of the State's Authorized Representative and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Grantee will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law.

6 Authorized Representative The State's Authorized Representative is Cathy Clucas, Broadband Grants Administrator, Office of Broadband Development, 332 Minnesota Street, E200, St. Paul, MN 55101, phone: 651.259.7635, [email protected] or her successor, and has the responsibility to monitor the Grantee's performance and the authority to accept the services provided under this grant contract. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoiced reimbursement request submitted for payment.

The Grantee's Authorized Representative is Justin Forde, Senior Director of Government Relations, Midcontinent Communications, 3600 Minnesota Drive #700, Edina, MN 55435, phone: 701.532.2017, [email protected]. If the Grantee's Authorized Representative changes at any time during this grant contract, the Grantee must immediately notify the State.

7 Assignment, Amendments, Waiver, and Grant Contract Complete 7 .1 Assignment. The Grantee shall neither assign nor transfer any rights or obligations under this grant contract without the prior written consent of the State, approved by the same parties who executed and approved this grant contract, or their successors in office.

7 .2 Amendments. Any amendments to this grant contract must be in writing and will not be effective until it

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has been executed and approved by the same parties who executed and approved the original grant contract, or their successors in office.

7.3 Waiver. If the State fails to enforce any provision of this grant contract, that failure does not waive the provision or the State's right to enforce it.

7 .4 Grant Contract Complete. This grant contract contains all negotiations and agreements between the State and the Grantee. No other understanding regarding this grant contract, whether written or oral, may be used to bind either party.

8 Liability The Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims or causes of action, including attorney's fees incurred by the State, arising from the performance of this grant contract by the Grantee or the Grantee's agents or employees. This clause will not be construed to bar any legal remedies the Grantee may have for the State's failure to fulfill its obligations under this grant contract.

9 State Audits Under Minn. Stat. $16B.98, subd.8, the Grantee's books, records, documents, and accounting procedures and practices of the Grantee or other party relevant to this grant agreement or transaction are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this grant agreement, receipt and approval of all final reports, or the required period of time to satisfy all state and program retention requirements, whichever is later.

10 Government Data Practices and Intellectual Property 10.1. Government Data Practices. The Grantee and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under this grant contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee under this grant contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by either the Grantee or the State.

If the Grantee receives a request to release the data referred to in this Clause, the Grantee must immediately notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting party before the data is released. The Grantee's response to the request shall comply with applicable law.

10.2 Intellectual Property Rights. The Recipient represents and warrants that Recipient's intellectual property used in the performance of this Agreement does not and will not infringe upon any intellectual property rights of other persons or entities. Notwithstanding Clause 8, the Recipient will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the State, at the Recipient's expense, from any action or claim brought against the State to the extent that it is based on a claim that all or part of Recipient's intellectual property used in the performance of this Agreement infringe upon the intellectual property rights of others. The Recipient will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Recipient's or the State's opinion is likely to arise, the Recipient must, at the State's discretion, either procure for the State the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing intellectual property as necessary and appropriate to obviate the infringement claim. This remedy of the State will be in addition to and not exclusive of other remedies provided by law.

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11 Workers' Compensation The Grantee certifies that it is in compliance with Minn. Stat. $ 176.181, subd. 2, pertaining to workers' compensation insurance coverage. The Grantee's employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission on the part of these employees are in no way the State's obligation or responsibility.

12 Publicity and Endorsement 12.1 Publicity. Any publicity regarding the subject matter of this grant contract must identify the State as the sponsoring agency and must not be released without prior written approval from the State's Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications, or 'services provided resulting from this grant contract.

12.2 Endorsement. The Grantee must not claim that the State endorses its products or services.

13 Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice-of-law provisions, governs this grant contract. Venue for all legal proceedings out of this grant contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.

14 Termination 14.1 Termination by the State. The State may immediately terminate this grant contract with or without cause, upon 30 days' written notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.

14.2 Termination for Cause. The State may immediately terminate this grant contract if the State finds that there has been a failure to comply with the provisions of this grant contract, that reasonable progress has not been made or that the purposes for which the funds were granted have not been or will not be fulfilled. The State may take action to protect the interests of the State of Minnesota, including the refusal to disburse additional funds and requiring the return of all or part of the funds already disbursed.

14.3 Termination for Insufficient Funding. The State may immediately terminate this grant contract if:

a) It does not obtain funding from the Minnesota Legislature; b) Or, if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written notice to the Grantee. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Grantee notice of the lack of funding within a reasonable time of the State's receiving that notice.

15 Data Disclosure Under Minn. Stat. $ 270C.65, subd. 3, and other applicable law, the Grantee consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state tax agencies and state personnel involved in the payment of 5 REDACTED FOR PUBLIC INSPECTION

state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Grantee to file state tax returns and pay delinquent state tax liabilities, if any. Other Provisions

16 Accounting For all expenditures of funds made pursuant to this Contract, the Grantee must keep financial records, including properly executed contracts, invoices, and other documents sufficient to evidence in proper detail the nature and propriety of the expenditures. Accounting methods must be in accordance with generally accepted accounting principles.

17 Conflict of Interest The State will take steps to prevent individual and organizational conflicts of interest in reference to Grantees per Minn.Stat.§16B.98 and Department of Administration, Office of Grants Management, Policy Number 08-01 Conflict oflnterest Policy for State Grant-Making. When a conflict of interest concerning State grant-making is suspected, disclosed, or discovered, transparency shall be the guiding principle in addressing it.

Organizational conflicts of interest occur when:

• a Grantee is unable or potentially unable to render impartial assistance or advice to the State due to competing duties or loyalties. • a Grantee's objectivity in carrying out the grant is or might be otherwise impaired due to competing duties or loyalties. • a Grantee has an unfair competitive advantage through being furnished unauthorized proprietary information or source selection information that is not available to all competitors. Organizational conflicts include any individual part of the Grantee.

Individual conflicts of interest occur when:

• a Grantee uses his/her status or position to obtain special advantage, benefit, or access to the Grantee's time, services, facilities, equipment, supplies, badge, uniform, prestige, or influence. • a State employee is an employee or board member of a Grantee that is an immediate family member of an owner, employee or board member of the Grantee.

The State and the Grantee must act immediately upon any suggestion, inquiry, or intimation that an individual or organizational conflict of interest exists at any point in the grant process. Steps must be taken to identify and avoid or mitigate any potential conflicts. The conflict of interest guidelines continue throughout the life of the grant agreement.

The GRANTEE must complete and submit a Conflict of Interest Disclosure Form (EXHIBIT E) indicating whether or not a perceived, potential, or actual conflict of interest exists. If the GRANTEE identifies an actual, potential or perceived conflict of interest on the form, the GRANTEE must identify and submit its conflict of interest avoidance or mitigation plan. The STATE will review the form and the GRANTEE's individual or organizational conflict of interest avoidance or mitigation plan and other relevant facts, if needed, to determine if an actual, potential or perceived conflict of interest exists, as defined by policy or other relevant law. If it does, the ST AT E will pursue appropriate actions to mitigate, neutralize, or avoid the potential, perceived or actual individual or organizational conflicts of interest. These may include, but not be 6 REDACTED FOR PUBLIC INSPECTION

limited to, termination of the grant agreement; disqualification from future State grant awards, if it is determined that it improperly failed to disclose a known individual or organizational conflict of interest or misrepresented information regarding such conflict; revising the GRANTEE's duties so that the conflict is mitigated; allowing the GRANTEE to propose the exclusion of task areas that create a conflict, if appropriate; allowing the individual with the conflict to be removed from taking any actions in relation to the grant agreement.

In cases where a perceived, potential, or actual individual or organizational conflict of interest is suspected, disclosed, or discovered by the GRANTEE throughout the life of the grant agreement, they must immediately notify STA TE for appropriate action steps to be taken, as defined above.

18 Payment of Prevailing Wages to Contractors. Minn. Stat. § 116J.871, applies if a single business receives $200,000 or more in State grant funds awarded by a state agency for economic development related purposes and is for a middle mile project as defined under Minn. Stat. $$116J.394 and authorized under Minn. Stat. $$1161.398.

The GRANTEE must complete and submit a Prevailing Wage Disclosure Form (EXHIBIT F) indicated whether or not the grant project has a middle mile component and is to receive $200,000 or more in State grant funds for this project. If the GRANTEE has a middle mile project and is to receive $200,000 or more in State grant funds, the GRANTEE must also complete the Prevailing Wage Certification Form as required by the Department of Labor and Industry.

7 REDACTED FOR PUBLIC INSPECTION

I. STATE ENCUMBRANCE VERIFICATION 3. STATE ACENV Individual certifies that funds have been encumbered as required by Minn. Stat. " 16A.15 and 16C.05. », k.wt (with delegated authority) Title: Deputy Commissioner

Date: .QZdg• Date: February 28 2020

SWIFT Contrac/PO Nos). 1Z2928 BR 22312 EQ3:399481

2. GRANTEE

The Grantee certifies that the appropriate person(s) have executed the grant contract on behalf of the Grantee as """"732 pm""cs"- ?_ o Tile: ._eo Zw a£ aor Clr, De. 2-2-0d

By: _

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Distribution: Agency Grantee State's Authorized Representative - Photo Copy

8 REDACTED FOR PUBLIC INSPECTION

EXHIBIT A Grantee's Duties The Grantee, who is not a state employee, will 1. Administer the project in accordance with the requirements of the Minnesota Border-to-Border Broadband Development Grant program, Minn. Stat. § 116J.394-116J.396; and policies and procedures developed by the State. a. Midcontinent Communications is expected to invest $923,338 in overall eligible expenditures in the specified Renville, Minnesota area in Renville County, Minnesota, including the $230,835 match of state grant funds contributed and awarded to you by Minnesota's taxpayers.

2. Acquire, construct, install broadband infrastructure and provide access to broadband service to 677 unserved passings with hybrid fiber coaxial last mile construction to provide high-speed wired broadband connectivity for the south central town of Renville in Renville County, Minnesota. This project area is outlined in Midcontinent Communication's Broadband Grant Application (Exhibit B which is attached and incorporated into this contract) at or above the 2022 state speed goals (at least 25 Mbps download; at least 3 Mbps upload) at retail prices stated in the grant application (Exhibit B), with capability to scale to speeds ofat least 100 megabits per second download and 100 megabits per second upload.

Construction of broadband infrastructure may include any of the following: project planning; obtaining construction permits; construction of facilities, including construction of both "middle mile" and "last mile" infrastructure; equipment (including fiber); and installation and testing of the broadband service. Costs incurred on or after the effective date of this contract that are eligible for reimbursement from the state grant fund cannot exceed $230,835, the agreed upon grant award. Total project cost is $923,338 with remainder of costs covered by grantee. The remaining $692,503 will be covered by Midcontinent Communications.

3. Reporting: The grantee will file semi-annual progress reports using the OBD-provided report form and a final report. An element of these reports includes, when applicable, grantee providing confirmation that grantee sent any requested mapping data updates to the state broadband mapping contractor.

Schedule for the semi-annual & final reports are:

Twice Per Year: • July 15 for January - June • January 15 for July - December

Project summary: submit a project summary to the State detailing the work completed, with the final payment request.

Final report: Due no later than 30 days after conclusion of grant contract period or conclusion of the project, whichever is first. The final report will include an as-built map of the completed project area. The State will provide the final report form to the Grantee to complete.

4. Keep financial records, including properly executed contracts, invoices, receipts, vouchers, and other documents sufficient to evidence in proper detail the nature and propriety of the expenditures made pursuant to this contract. Accounting methods must be in accordance with generally accepted accounting principles.

5. Complete the project in accordance with the approved budget within the time frames specified in this grant contract. See Exhibit C for Budget and Exhibit D for Timetable. 6. Promptly notify the State of any proposed material change in the scope of the project, budget or completion date, which must be approved by the State, prior to implementation.

7. Have on file the necessary documentation to show that all project funds have been used for the items stated in the application.

8. Adhere to all other requirements of this Grant Contract.

9 REDACTED FOR PUBLIC INSPECTION

EXHIBIT E - RDOF CENSUS BLOCKS THAT WILL BE SERVED BY MIDCO IN THE RENVILLE , MN AREA PURSUANT TO A STATE GRANT

STATEFP10 COUNTYFP10 TRACTCE10 BLOCKCE10 GEOID10 NAME10 MTFCC10 UR10 UACE10 UATYPE FUNCSTAT10 ALAND10 AWATER10 INTPTLAT10 INTPTLON10 partially_ Shape_Leng Shape_Area 27 129 790400 3043 271297904003043 Block 3043 G5040 R S 7246.00000000000 0.00000000000 +44.7917878 -095.2147709 1170.13380264000 77983.12154540000 27 129 790400 3022 271297904003022 Block 3022 G5040 R S 10063.00000000000 0.00000000000 +44.7918244 -095.2090804 1328.66079939000 108299.57932800000 27 129 790400 3052 271297904003052 Block 3052 G5040 R S 21201.00000000000 0.00000000000 +44.7896765 -095.2186017 1964.45671239000 228166.03934600000 27 129 790400 3015 271297904003015 Block 3015 G5040 R S 13536.00000000000 0.00000000000 +44.7950593 -095.2175113 1529.87825678000 145679.29411600000 27 129 790400 3071 271297904003071 Block 3071 G5040 R S 14010.00000000000 0.00000000000 +44.7876357 -095.2143182 1550.36574526000 150780.67689700000 27 129 790400 3062 271297904003062 Block 3062 G5040 R S 8060.00000000000 0.00000000000 +44.7897358 -095.2100482 1214.20473540000 86745.97155320000 27 129 790400 3079 271297904003079 Block 3079 G5040 R S 4125.00000000000 0.00000000000 +44.7889727 -095.2048248 835.14476663000 44392.38793450000 27 129 790400 3077 271297904003077 Block 3077 G5040 R S 74335.00000000000 0.00000000000 +44.7871519 -095.2074394 4099.09485589000 799999.77937000000 27 129 790400 3075 271297904003075 Block 3075 G5040 R S 13673.00000000000 0.00000000000 +44.7861274 -095.2108463 1928.25342427000 147151.56635300000 27 129 790400 3055 271297904003055 Block 3055 G5040 R S 6911.00000000000 0.00000000000 +44.7896885 -095.2155158 1144.28765694000 74379.41006360000 27 129 790400 3058 271297904003058 Block 3058 G5040 R S 6840.00000000000 0.00000000000 +44.7897087 -095.2131977 1142.44738399000 73608.87469530000 27 129 790400 3054 271297904003054 Block 3054 G5040 R S 6823.00000000000 0.00000000000 +44.7896844 -095.2162759 1146.92322049000 73434.36255270000 27 129 790400 3084 271297904003084 Block 3084 G5040 R S 7013.00000000000 0.00000000000 +44.7866044 -095.2131540 1154.35032134000 75480.12256920000 27 129 790400 3039 271297904003039 Block 3039 G5040 R S 7067.00000000000 0.00000000000 +44.7907543 -095.2124479 1169.00973976000 76058.50985360000 27 129 790400 3069 271297904003069 Block 3069 G5040 R S 14225.00000000000 0.00000000000 +44.7886725 -095.2143360 1564.02549445000 153093.11592700000 27 129 790400 3086 271297904003086 Block 3086 G5040 R S 6915.00000000000 0.00000000000 +44.7866001 -095.2146840 1153.65746943000 74422.22192080000 27 129 790400 3088 271297904003088 Block 3088 G5040 R S 64757.00000000000 0.00000000000 +44.7850373 -095.2159285 4738.56622385000 696926.72504700000 27 129 790400 3070 271297904003070 Block 3070 G5040 R S 11648.00000000000 0.00000000000 +44.7886594 -095.2157555 1401.83596467000 125360.87791100000 27 129 790400 3057 271297904003057 Block 3057 G5040 R S 6903.00000000000 0.00000000000 +44.7897013 -095.2139663 1144.03508010000 74289.94308530000 27 129 790400 3019 271297904003019 Block 3019 G5040 R S 6752.00000000000 0.00000000000 +44.7950782 -095.2148207 1130.83234642000 72666.58102270000 27 129 790400 3089 271297904003089 Block 3089 G5040 R S 7021.00000000000 0.00000000000 +44.7855574 -095.2139030 1155.96927039000 75558.95104280000 27 129 790400 3011 271297904003011 Block 3011 G5040 R S 6505.00000000000 0.00000000000 +44.7928056 -095.2117023 1092.01223239000 70003.78153200000 27 129 790400 3059 271297904003059 Block 3059 G5040 R S 6955.00000000000 0.00000000000 +44.7897129 -095.2124303 1144.26766961000 74846.92048270000 27 129 790400 3049 271297904003049 Block 3049 G5040 R S 7320.00000000000 0.00000000000 +44.7907326 -095.2155330 1182.15422670000 78776.75428980000 27 129 790400 3051 271297904003051 Block 3051 G5040 R S 7174.00000000000 0.00000000000 +44.7896804 -095.2170438 1162.84690358000 77204.96722040000 27 129 790400 3063 271297904003063 Block 3063 G5040 R S 5087.00000000000 0.00000000000 +44.7900059 -095.2090574 953.76686784600 54744.90657220000 27 129 790400 3041 271297904003041 Block 3041 G5040 R S 7028.00000000000 0.00000000000 +44.7918032 -095.2132209 1159.69884987000 75640.73643070000 27 129 790400 3036 271297904003036 Block 3036 G5040 R S 8302.00000000000 0.00000000000 +44.7907796 -095.2100614 1232.37310075000 89346.29188110000 27 129 790400 3018 271297904003018 Block 3018 G5040 R S 6820.00000000000 0.00000000000 +44.7950811 -095.2140523 1129.68873030000 73395.63081420000 27 129 790400 3002 271297904003002 Block 3002 G5040 R S 36138.00000000000 0.00000000000 +44.7977040 -095.2114463 4409.29996985000 388920.85272200000 27 129 790400 3017 271297904003017 Block 3017 G5040 R S 89610.00000000000 0.00000000000 +44.7939074 -095.2161010 4965.18220133000 964378.38379300000 27 129 790400 3056 271297904003056 Block 3056 G5040 R S 6931.00000000000 0.00000000000 +44.7896944 -095.2147424 1140.65134994000 74596.49746240000 27 129 790400 3060 271297904003060 Block 3060 G5040 R S 7066.00000000000 0.00000000000 +44.7897193 -095.2116534 1155.26364543000 76041.89764910000 27 129 790400 3100 271297904003100 Block 3100 G5040 R S 7084.00000000000 0.00000000000 +44.7855714 -095.2123650 1168.64155414000 76235.93375900000 27 129 790400 3096 271297904003096 Block 3096 G5040 R S 186061.00000000000 0.00000000000 +44.7836433 -095.2079488 5908.82305345000 2002420.30773000000 27 129 790400 3037 271297904003037 Block 3037 G5040 R S 7177.00000000000 0.00000000000 +44.7907674 -095.2108937 1171.30667422000 77239.38913730000 27 129 790400 3076 271297904003076 Block 3076 G5040 R S 38586.00000000000 0.00000000000 +44.7861356 -095.2094578 2621.77678994000 415264.64368100000 27 129 790300 1118 271297903001118 Block 1118 G5040 R S 592049.00000000000 0.00000000000 +44.7909082 -095.2296413 12619.75250840000 6371699.20546000000 27 129 790300 1117 271297903001117 Block 1117 G5040 R S 2674.00000000000 0.00000000000 +44.7942834 -095.2201852 679.86974898800 28780.68960030000 27 129 790400 3078 271297904003078 Block 3078 G5040 R S 69599.00000000000 0.00000000000 +44.7870695 -095.2054595 4079.98975190000 749033.27002700000 27 129 790400 3032 271297904003032 Block 3032 G5040 R S 54621.00000000000 0.00000000000 +44.7917162 -095.2015257 4144.51061014000 587840.46167300000 27 129 790400 3014 271297904003014 Block 3014 G5040 R S 14526.00000000000 0.00000000000 +44.7951104 -095.2105373 1567.20672098000 156330.93763100000 27 129 790400 3094 271297904003094 Block 3094 G5040 R S 25536.00000000000 0.00000000000 +44.7841007 -095.2127137 2171.43927291000 274824.66538000000 REDACTED FOR PUBLIC INSPECTION

EXHIBIT E - RDOF CENSUS BLOCKS THAT WILL BE SERVED BY MIDCO IN THE RENVILLE , MN AREA PURSUANT TO A STATE GRANT

STATEFP10 COUNTYFP10 TRACTCE10 BLOCKCE10 GEOID10 NAME10 MTFCC10 UR10 UACE10 UATYPE FUNCSTAT10 ALAND10 AWATER10 INTPTLAT10 INTPTLON10 partially_ Shape_Leng Shape_Area 27 129 790400 3034 271297904003034 Block 3034 G5040 R S 111599.00000000000 0.00000000000 +44.7908035 -095.2064790 4374.04688231000 1201037.35664000000 27 129 790400 3044 271297904003044 Block 3044 G5040 R S 14043.00000000000 0.00000000000 +44.7917747 -095.2159410 1556.12845799000 151131.27270600000 27 129 790400 3045 271297904003045 Block 3045 G5040 R S 28061.00000000000 0.00000000000 +44.7917621 -095.2182695 2356.68913433000 301995.74352100000 27 129 790400 3064 271297904003064 Block 3064 G5040 R S 4978.00000000000 0.00000000000 +44.7894847 -095.2090534 946.22583886000 53570.97738390000 27 129 790400 3040 271297904003040 Block 3040 G5040 R S 7173.00000000000 0.00000000000 +44.7907435 -095.2132145 1165.37441659000 77200.68989850000 27 129 790400 3031 271297904003031 Block 3031 G5040 R S 5916.00000000000 0.00000000000 +44.7927471 -095.2140093 1031.30390786000 63668.33907870000 27 129 790400 3012 271297904003012 Block 3012 G5040 R S 27818.00000000000 0.00000000000 +44.7940464 -095.2107339 2282.06728788000 299373.67618900000 27 129 790400 3095 271297904003095 Block 3095 G5040 R S 13455.00000000000 0.00000000000 +44.7825105 -095.2112080 1654.71947733000 144806.89382200000 27 129 790400 3005 271297904003005 Block 3005 G5040 R S 209826.00000000000 0.00000000000 +44.7968941 -095.2158328 6826.27371525000 2258164.36440000000 27 129 790400 3013 271297904003013 Block 3013 G5040 R S 6685.00000000000 0.00000000000 +44.7951099 -095.2117411 1124.04648701000 71945.27420560000 27 129 790400 3099 271297904003099 Block 3099 G5040 R S 7089.00000000000 0.00000000000 +44.7855664 -095.2131330 1158.88255539000 76291.54381690000 27 129 790400 3033 271297904003033 Block 3033 G5040 R S 85172.00000000000 0.00000000000 +44.7902827 -095.2021081 4174.12568406000 916623.26114900000 27 129 790400 3024 271297904003024 Block 3024 G5040 R S 6880.00000000000 0.00000000000 +44.7918171 -095.2109125 1147.62133291000 74042.49388420000 27 129 790400 3072 271297904003072 Block 3072 G5040 R S 14147.00000000000 0.00000000000 +44.7876484 -095.2127765 1559.97892316000 152255.83685100000 27 129 790400 3007 271297904003007 Block 3007 G5040 R S 38758.00000000000 0.00000000000 +44.7931454 -095.2014998 2629.95693191000 417116.26169500000 27 129 790400 3083 271297904003083 Block 3083 G5040 R S 7027.00000000000 0.00000000000 +44.7866208 -095.2123835 1156.58108516000 75620.56867600000 27 129 790400 3047 271297904003047 Block 3047 G5040 R S 6909.00000000000 0.00000000000 +44.7907222 -095.2170660 1156.44458445000 74356.66342190000 27 129 790400 3020 271297904003020 Block 3020 G5040 R S 6728.00000000000 0.00000000000 +44.7950758 -095.2155790 1131.28040219000 72403.38034280000 27 129 790400 3023 271297904003023 Block 3023 G5040 R S 8104.00000000000 0.00000000000 +44.7918176 -095.2100862 1213.94696877000 87217.93515490000 27 129 790400 3081 271297904003081 Block 3081 G5040 R S 971592.00000000000 0.00000000000 +44.7818856 -095.1983529 15024.28017920000 10456404.93510000000 27 129 790400 3006 271297904003006 Block 3006 G5040 R S 9040.00000000000 0.00000000000 +44.7931993 -095.1996982 1479.92246202000 97291.48789050000 27 129 790400 3065 271297904003065 Block 3065 G5040 R S 35736.00000000000 0.00000000000 +44.7882119 -095.2094787 2516.71893052000 384591.68666500000 27 129 790400 3025 271297904003025 Block 3025 G5040 R S 7354.00000000000 0.00000000000 +44.7918144 -095.2116880 1179.60988255000 79147.54046640000 27 129 790400 3080 271297904003080 Block 3080 G5040 R S 164894.00000000000 0.00000000000 +44.7874756 -095.2018386 5319.37851246000 1774603.89469000000 27 129 790400 3046 271297904003046 Block 3046 G5040 R S 21636.00000000000 0.00000000000 +44.7907181 -095.2186117 1984.01039946000 232843.68737700000 27 129 790400 3008 271297904003008 Block 3008 G5040 R S 64491.00000000000 0.00000000000 +44.7930399 -095.2056280 3796.50523577000 694062.29695900000 27 129 790400 3028 271297904003028 Block 3028 G5040 R S 40951.00000000000 0.00000000000 +44.7927909 -095.2170332 4630.08075301000 440715.26196900000 27 129 790400 3067 271297904003067 Block 3067 G5040 R S 6989.00000000000 0.00000000000 +44.7886951 -095.2116350 1152.13932982000 75211.99664250000 27 129 790400 3087 271297904003087 Block 3087 G5040 R S 7079.00000000000 0.00000000000 +44.7855504 -095.2146740 1140.11197790000 76185.76400070000 27 129 790300 1115 271297903001115 Block 1115 G5040 R S 1803030.00000000000 0.00000000000 +44.7981191 -095.2295437 18089.51579240000 19404366.97290000000 27 129 790400 3074 271297904003074 Block 3074 G5040 R S 6602.00000000000 0.00000000000 +44.7876765 -095.2108616 1121.15748708000 71055.23331240000 27 129 790400 3016 271297904003016 Block 3016 G5040 R S 13637.00000000000 0.00000000000 +44.7950563 -095.2190627 1533.57653708000 146760.83171800000 27 129 790400 3000 271297904003000 Block 3000 G5040 R S 982370.00000000000 0.00000000000 +44.7988268 -095.2054581 16471.53184630000 10572349.48700000000 27 129 790400 3048 271297904003048 Block 3048 G5040 R S 7164.00000000000 0.00000000000 +44.7907309 -095.2163084 1170.39076140000 77102.76971210000 27 129 790400 3029 271297904003029 Block 3029 G5040 R S 5555.00000000000 0.00000000000 +44.7927109 -095.2147879 982.88542801800 59779.87753050000 27 129 790400 3082 271297904003082 Block 3082 G5040 R S 14380.00000000000 0.00000000000 +44.7861006 -095.2116010 1933.59253944000 154759.84821500000 27 129 790400 3066 271297904003066 Block 3066 G5040 R S 6909.00000000000 0.00000000000 +44.7886937 -095.2108680 1147.60392241000 74360.42312550000 27 129 790400 3061 271297904003061 Block 3061 G5040 R S 6972.00000000000 0.00000000000 +44.7897282 -095.2108772 1150.18592829000 75029.00475130000 27 129 790400 3053 271297904003053 Block 3053 G5040 R S 114240.00000000000 0.00000000000 +44.7875059 -095.2175730 4620.50931035000 1229466.93968000000 27 129 790400 3073 271297904003073 Block 3073 G5040 R S 6903.00000000000 0.00000000000 +44.7876662 -095.2116193 1145.51582003000 74288.55763190000 27 129 790400 3085 271297904003085 Block 3085 G5040 R S 7033.00000000000 0.00000000000 +44.7865963 -095.2139235 1156.78513838000 75694.31247510000 27 129 790400 3035 271297904003035 Block 3035 G5040 R S 9916.00000000000 0.00000000000 +44.7907881 -095.2090697 1321.36938433000 106711.75990100000 27 129 790400 3027 271297904003027 Block 3027 G5040 R S 6052.00000000000 0.00000000000 +44.7927936 -095.2124750 1055.63076011000 65132.16940290000 REDACTED FOR PUBLIC INSPECTION

EXHIBIT E - RDOF CENSUS BLOCKS THAT WILL BE SERVED BY MIDCO IN THE RENVILLE , MN AREA PURSUANT TO A STATE GRANT

EXHIBIT F RENVILLE, MINNESOTA VOICE FILING

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BEFORE THE MINNESOTA PUBLIC UTILITIES COMMISSION

Nancy Lange Chair Dan Lipschultz Vice Chair Matt Schuerger Commissioner John Tuma Commissioner Katie Sieben Commissioner

In re Midcontinent Communications Docket No. ______Notice of Expansion of Service Area

NOTICE OF MIDCONTINENT COMMUNICATIONS EXPANSION OF SERVICE AREA

Midcontinent Communications (“Midco”), for its notice of expansion of its service area, pursuant to Minn. Stat.§237.16, subd.4, states as follows:

1. Midco has been certified by the Minnesota Public Utilities Commission

(“Commission”) to provide facilities-based local exchange service in specified exchanges as

follows:

a. Midco was certified to provide long distance and resold local exchange services in

certain exchanges served by Qwest Corporation, a.k.a. CenturyLink, pursuant to an

Order of the Commission dated November 7, 2002, in Docket No. P-6186/NA-02-

1541.1

b. Midco was certified to provide facilities-based local exchange service in certain

exchanges served by Qwest Corporation pursuant to an Order of Commission

dated March 26, 2007, in Docket No. P-6186/NA-07-160.

1 Authority was granted in this docket under the name “Midcontinent Communications, G.P.” Midcontinent subsequently received approval, in Docket No. P-6186/NA-07-160, to change its name to “Midcontinent Communications”.

1 REDACTED FOR PUBLIC INSPECTION c. Midco received approval to amend its certificate to include Qwest-served

exchanges of Moorhead, Dilworth, Bemidji, and Citizens-served exchanges of

International Falls in November 17, 2008, in Docket No.P-6186/M-08-1274. d. By order dated September 9, 2011, in Docket No. P-6186/M-11-714, in connection

with its acquisition of certain assets of U.S. Cable of Coastal Texas, L.P., Midco

received approval to amend its certificate of authority to serve certain exchanges

served by:

i. Qwest, (exchanges of Rush City, Pine City, Isanti, Mora, Princeton,

Cambridge, Ogilvie, Harris, Nessel Township, Pokegama, Pine City

Township, Bradford, Forest Lake, May Township in Washington County,

Columbus Township, East Bethel, St. Francis, The Castle Tower Mobile

Home Park in East Bethel, Baldwin Township, Stanford Township,

Braham, North Branch, Wabasha, Avon, Cold Spring, Foley, Holdingford,

St. Joseph, St. Stephen, St. Augusta, St. Wendell, Haven Township,

Rockville, Avon Township, Reads Landing );

ii. Citizens Telephone Company of Minnesota (exchanges of Wyoming,

Marine on the St. Croix, Linwood, Lent, Stacy, Shafer, Taylors Falls,

Chisago City, Lindstrom, Scandia, Center City, Milaca, Clear Lake, Clear

Lake Township, Clearwater, Palmer);

iii. Embarq Minnesota (exchange of Plainview/Elgin);

iv. CenturyTel of Minnesota (exchanges of Sand Prairie / Greenfield

Township, Kellogg, and Pierz);

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v. Windstream Lakedale Telephone Company (exchanges of Zimmerman,

Bluehill Township, Livonia Township, Zimmerman Terrace Mobile Home

Park in Zimmerman, Becker);

vi. Benton Cooperative Telephone Company (exchange of Foreston), and

vii. Melrose Telephone Company (exchange of Richmond). e. Midco’s notice of expansion of service area in Qwest d/b/a CenturyLink exchanges

to include St. Cloud and Waite Park, Minnesota was approved by Commission on

April 23, 2012, in Docket No. P-6186/M-12-278. f. Midco’s notice of expansion of service in the Citizens Telecommunications of

Minnesota exchange to include Oslo was approved by the Commission on May 9,

2012, in Docket No. P-618/M-12-390. g. Midco’s notice of expansion was approved by the Commission on September 11,

2012, in Docket No. P-618/M-12-900 for the service areas in:

i. Citizens Telecommunications of Minnesota exchanges to include

Randolph, Randolph Township, and Stanton, and

ii. Embarq Minnesota exchanges of Vermillion, Hampton, Coates, Nininger

Township, Vermillion Township, Ravenna Township, and Marshan

Township. h. Midco’s notice of expansion was approved by the Commission on July 15, 2013,

in Docket No. P-6186/SA-13-520 of service areas in:

i. Qwest d/b/a CenturyLink exchanges to include Medford and Waseca, and

ii. Frontier Communications exchanges in Le Center, Waterville, and Elysian.

REDACTED FOR PUBLIC INSPECTION i. Midco’s notice of expansion of service area in the Citizens Telecommunications

Company of Minnesota exchange to include Ellendale was approved by the

Commission September 12, 2013, in Docket No. P-6186/SA-13-731. j. Midco’s notice of expansion of service area in the Citizens Telecommunications

Company of Minnesota exchange to include Ely was approved March 31, 2014, in

Docket No. P-6186/M-14-196. k. Midco’s notice of expansion of service area was approved August 18, 2015, in

Docket No. P-6186/SA-15-528 in the service areas of:

i. Citizens Telecommunications of Minnesota exchanges to include Alden,

Claremont, Clarks Grove, Geneva;

ii. Qwest d/b/a CenturyLink exchange of Glenville, and

iii. Embarq d/b/a CenturyLink exchange of New Richland l. Midco’s notice of service area amendment for Annandale including portions of

Corinna Township and Southside Township where Windstream Lakedale is the

incumbent local service provider, approved in Docket P-6186/SA-15-1068 on

January 8, 2016. m. Midco’s notice of expansion of service area for Canby including Taunton, Ghent

and Porter where Frontier is the incumbent local service provider, approved in

Docket P-6186/M-17-230 on May 15, 2017. n. Midco’s notice of expansion of service area was approved June 21, 2018, in

Docket No. P-6186/SA-18-207 in the service areas of:

i. Citizens Telecommunications exchange of Wanamingo, and

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ii. Windstream Lakedale exchanges to include Lynden and Clearwater

Townships.

o. Midco’s notice of expansion of service area to include the CAF II census blocks

where CenturyLink, Frontier Communications of Minnesota, Citizens

Communications of Minnesota, Windstream, Arvig, Mid-Comm/Hickory Tech,

Interstate Telecommunications Cooperative, BevComm/Blue Earth Valley, Mid-

State Tel, dba KMP, MN Valley Tel, West Central Telephone, Wikstrom

Telephone and Western Telephone are the local providers, approved in Docket

P6186/SA-18-761 on January 8, 2019.

2. Maps of the service territories previously approved by the Commission are available upon

request.

3. In each of these exchanges, Midco has also been designated to provide service as an

Eligible Telecommunications Carrier (“ETC”).

4. On January 23, 2020, the Minnesota Office of Broadband Development announced that

Midco was one of the grantees to receive funding under the Border to Border Broadband

Development Grant Program to be used to provide service within areas of the town of

Renville, MN.

5. By this notice, Midcontinent requests an amendment of its certificate of authority in order

to permit it to expand its facilities-based, resold local exchange service, and interexchange

service to include only where physical wireline plant is built for:

(i) Renville, MN exchange where CenturyTel of Minnesota d/b/a CenturyLink is the

local provider;

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6. By this notice, Midcontinent requests an amendment of its certificate of authority in order

to permit it to expand its facilities-based, resold local exchange service, and interexchange

service to include only where wireline plant is built for the additional service areas of:

(i) Becker Township, MN, Big Lake Township, MN and Orrock Township, MN

exchanges where Windstream is the local provider;

(ii) Clarkfield, MN exchange where Frontier Citizens is the local provider;

(iii) St. Leo, MN exchange where Frontier Communications is the local provider;

(iv) Glyndon, MN exchange where Loretel d/b/a Arvig is the local provider;

(v) Sacred Heart, MN exchange where Hanson Communications is the local provider;

(vi) St. Clair, MN and Mapleton, MN exchanges where Consolidated Communications

is the local provider.

7. Midcontinent has existing interconnection agreements with CenturyTel of Minnesota d/b/a

CenturyLink, Windstream, and Frontier Citizens and the expansion of Midcontinent’s

service territory for each respective expanded service area will not require amendments of

the interconnection agreement.

8. Midcontinent will seek interconnection agreements with Loretel d/b/a Arvig, Hanson

Communications and Consolidated Communications with which it does not currently

exchange traffic.

9. Midcontinent will amend its tariff, to the extent necessary, to reflect these expanded

service territories.

10. Midcontinent has an approved 911 plan. It will work with the 911 authorities to determine

whether any amendment of its plan is needed.

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I. REQUEST FOR EXPANSION OF ETC SERVICE AREA

Midcontinent Communications (“Midco”), for its Petition to expand the area in which it provides service as an Eligible Telecommunications Carrier (“ETC”), states the following:

MIDCONTINENT SATISFIES EACH OF THE REQUIREMENTS FOR DESIGNATION AS A COMPETITIVE ETC

A telecommunications carrier utilizing any technology is eligible to receive federal

universal service support if the company meets the requirements established under 47

U.S.C. § 214(e)(1). As demonstrated below, Midcontinent satisfies each of these

requirements. Midcontinent operates as a common carrier, provides each of the nine

supported services established by the FCC, and offers and advertises the availability

of, and charges for, such services throughout its designated Service Area. Finally,

Midcontinent’s designation as a competitive ETC will serve the public interest.

A. Midcontinent is a Common Carrier

1. The first requirement for ETC designation is that the applicant is a

common carrier. A common carrier is defined by the Act as “any person engaged as a

common carrier for hire, in interstate or foreign communications by wire or radio”.

Midcontinent offers local exchange service including a basic phone line and various

features to choose from, such as caller ID calling waiting, call forwarding, and ancillary

services like voice mail, to the general public. Therefore, Midcontinent meets the federal

definition of common carrier for purposes of ETC designation.

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B. Midcontinent Provides Each of the Nine Required Supported Services

2. The second requirement for ETC designation is that the applicant be capable of and committed to providing each of the nine (9) supported services upon designation.

3. Midcontinent currently provides the supported services set forth in 47

U.S.C. § 54.101(a)(1)-(9) over its existing network infrastructure in Minnesota as follows:

(a) Voice Grade Access: The FCC has determined that voice grade access to the

public switched telephone network means the ability to make and receive

calls with a minimum bandwidth of 300 to 3500 Hertz. Through its

interconnection agreements with various ILECs, Midcontinent’s customers

are currently able to make and receive calls on the public switched telephone

network with in the FCC's specified frequency range.

(b) Local Usage: "Local usage" means an amount of minutes of use of exchange

service, as prescribed by the FCC, provided free of charge to end users. The

FCC has determined that a wireless carrier's inclusion of local usage in a

variety of service offerings satisfies the obligation to provide local usage.

Midcontinent includes local usage in all its service offerings.

Tone Multi Frequency" ("DTMF") is a method of signaling that facilitates

the transportation of call set-up and call detail information. Midcontinent will

comply.

(d) Single-Party Service or its Functional Equivalent: The FCC has determined

that a CMRS provider meets the requirement of offering single-party service

when it offers a dedicated message path for the length of a user's particular

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transmission. Midcontinent complies with this requirement.

(e) Access to Emergency Service: "Access to emergency service" means the

ability to reach a public service answering point ("PSAP") by dialing "91l."

The FCC also requires that a carrier provide access to enhanced 911 or "E-

911," which includes the capability of providing both automatic numbering

information ("ANI") and automatic location information ("ALI"), when the

PSAP is capable of receiving such information and the service is requested

from the carrier. Midcontinent has the ability to remain functional in

emergency situations. Midcontinent is currently in compliance and has

approved 91l Plans on file with the Commission. Midcontinent has auxiliary

and battery power backups.

(f) Access to Operator Services: "Access to operator services" means any

automatic or live assistance provided to a customer to arrange for the billing

or completion, or both, of a telephone call. Midcontinent meets this

requirement by providing all its customers with access to operator services

provided either by Midcontinent or third parties.

(g) Access to Interexchange Service: "Access to interexchange service" means

the ability to make and receive toll or interexchange calls. Midcontinent

currently meets this requirement by providing all its customers with the

ability to make and receive interexchange calls through their carrier of

choice. Equal access to interexchange service, i.e., the ability of a customer

to access a presubscribed long distance carrier by dialing 1 +number, is not

required.

(h) Access to Directory Assistance: "Access to directory assistance" means the

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ability to provide access to a service that makes directory listings available.

Midcontinent currently meets this requirement by providing all its customers

with access to directory assistance by dialing "411" or "(NPA) 555- 1212".

(i) Toll Limitation Services: An ETC must offer "toll limitation" services to

qualifying low-income consumers at no charge. FCC Rule 54.400(d) defines

"toll limitation " as either "toll blocking" or "toll control" if a carrier is

incapable of providing both, but as both "toll blocking" and "toll control" if a

carrier can provide both. Toll blocking allows consumers to elect not to allow

the completion of outgoing toll calls. Toll control allows consumers to

specify a certain amount of toll usage that may be incurred per month or per

billing cycle. Once designated as an ETC in Minnesota, Midcontinent will

utilize its existing toll-blocking technology to provide the service at no

additional charge to requesting Lifeline customers.

4. Midcontinent offers a basic local service plan that is comparable to the basic local

usage plan offered in the service area for which Midcontinent seeks ETC designation.

Midcontinent's basic flat rated residential line is priced at $20.00 with Caller ID and Call Waiting

available at an À la carte rate of $3.95, with discounts available when buying the line and features

together in a bundled package. Midcontinent offers a Digital Voice Package for $32.95, which

includes the local phone line, unlimited calling to any state and Canada, the Virgin Islands, Puerto

Rico, and Guam; along with nine calling features.

C. Midcontinent Will Offer and Advertise the Availability of, and Charges for, the Supported Services Throughout Its Service Area

5. The third requirement for ETC designation is that an applicant must advertise the

availability of, and charges for, the supported services using media of general distribution.

Midcontinent currently offers and advertises its telecommunications services to customers in

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Minnesota using media of general distribution, including television. Midcontinent advertises the

availability of its service offerings and the corresponding rates for those services throughout its

Service Area through media of general distribution in a manner that fully informs the general

public. Advertisement of its service offerings is a part of, and integrated into, its current

advertising for its existing array of services and offerings in a manner that fully complies with

federal requirements and Midcontinent commits to such advertisements in the future.

6. Midcontinent’s voice service brochures and handbooks provided to new voice

customers provide information on the availability of Lifeline assistance. In addition, at least

annually, Midcontinent advises customers of the program through its billing statement message. A

billing statement message is sent on a quarterly basis.

II. DESIGNATING MIDCONTINENT AS AN ETC WILL SERVE THE PUBLIC INTEREST

The Commission must find that the designation of a competitive ETC is consistent with the public

interest, convenience, and necessity. This standard is met where the applicant satisfies the prerequisites of

47 U.S.C. § 214(e)(l) and can offer consumers a competitive alternative to the incumbent carrier. As

discussed above, Midcontinent fully satisfies each of the requirements of 47 U.S.C. § 214(e)(1).

1. The Commission has previously applied a public interest analysis under 47

U.S.C.§ 214(e)(2) considering: (1) whether customers are likely to benefit from increased

competition; (2) whether designation of an ETC would provide benefits not available from

incumbent carriers; (3) the impact of multiple designations on the federal universal service fund;

(4) any commitments made regarding quality services provided by competing providers; and (5)

whether customers would be harmed if the incumbent carrier exercised its option to relinquish its

ETC designation2 . Following this standard, the Commission should determine that it is in the

2 See In the Matter of a Commission Investigation to Consider Adopting the Federal Communications Commission’s Standards for Designating Eligible Telecommunications Carriers, ORDER ADOPTING FCC REQUIREMENTS FOR DESIGNATING ELIGIBLE TELECOMMUNICATIONS CARRIERS, AS MODIFIED (October 11,2005) (“ETC Order”) at p. 11. 12

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public interest to designate Midcontinent as an additional ETC.

A. Granting ETC Designation Will Facilitate Competition to the Benefit of Customers

2. Increased competition can be expected to drive down prices, lead to better service

quality, and promote the development of new, innovative services.

3. Consumers should be able to choose services based on their own needs, and not

just the service of the incumbent LEC. Designating Midcontinent as a competitive ETC will

allow the consumers in the requested Service Areas to choose their provider based on the price,

services, service quality, customer service and service availability offered by openly competing

companies. This use of federal universal service support would enable Midcontinent to: (1)

maintain rates for its local exchange services that are affordable and reasonably comparable to

rates being charged by the Incumbent Local Service Provider for the same services; and (2) to

upgrade and maintain its telecommunications facilities and equipment as necessary to meet

evolving service requirements and high quality service. The use of federal universal service

support for these purposes is clearly consistent with the federal universal service provisions.

4. Funds received by Midcontinent under the universal service supports for low-

income customers will be used by Midcontinent to reduce the cost of basic local service provided

to those customers qualified to receive support under the program.

B. Midcontinent will comply with all State and Federal Requirements

5. Midcontinent’s service offerings will include state-of-the-art network facilities;

reduced long-distance rates; competitive pricing; 24-hour customer service; enhanced features,

such as voice-mail, caller-ID, call waiting, and call-forwarding; and high-speed data functions

including email and Internet access. Customers will benefit by the ability to access these advanced

services at competitive prices.

6. Consistent with the obligations of a competitive federal ETC, Midcontinent is

committed and able to provide service to all customers within its Service Area upon reasonable

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request. To ensure its ability to meet reasonable requests for service, Midcontinent will comply

with the service extension commitments previously accepted by the FCC and by this Commission.

Consistent with its past practice, Midcontinent hereby certifies that it will provide service on a

timely basis to all requesting customers within its designated ETC service area. In certain cases,

the provisioning of this service may require a customer in a new location to meet the requirements

of Midcontinent’s line extension policies. These line extension policies are, however, consistent

with the requirement under both federal and state law to meet all reasonable requests for service.

In those areas, Midcontinent cannot provide service on its own facilities there are agreements with

the ILEC to lease or resell services.

C. Midcontinent’s Commitment to Service Quality

7. Midcontinent is committed to providing high service quality to its

customers consistent with the public interest. As a certificated carrier in Minnesota,

Midcontinent is in compliance with the Commission’s consumer protection and service

quality requirements as set forth in Minn. R. parts 7812.0700 and 7810.0100 through

7810.6100 and will continue to be in compliance with those requirements following its

designation as an ETC.

8. Midcontinent commits to follow the same procedures approved by the

Commission and the FCC to provide service to all requesting customers within the Company's

Service Area upon reasonable request.

9. Accordingly, the Commission should find that designating Midcontinent as a

competitive ETC will serve the public interest.

D. Customers Will Not Be Harmed By Midcontinent’s Designation

10. Granting Midcontinent's petition to be designated as an Eligible

Telecommunications Carrier will cause no risk of harm because there is no federal funding

available under the high cost support models; what the approval will do is assure that qualifying

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low-income consumers served by Midcontinent will continue to receive Lifeline support.

E. No Rural LEC Will Experience Any Significant Adverse Impact from Midcontinent's

ETC Designation to Justify Denying Consumers the Benefits of Competition

11. Because Midcontinent is not seeking high cost support, the designation of

Midcontinent as an ETC in the requested Service Area will not result in any adverse Lifeline

support impact to any party. Any reimbursement received by Midcontinent due to its designation

as an ETC will be used to defray the costs of discounted service provided by Midcontinent to

qualified consumers. Midcontinent is currently providing discounted service to low income

consumers in the requested Service Area and brings this Petition in order to receive reimbursement

available for the provision of such service.

F. Emergency Requirements

12. Midcontinent has the ability to remain functional in emergency situations.

Midcontinent currently provides auxiliary and battery power backup. Midcontinent has a Power

Supply Response Team (PRST) whose objective is to provide uninterrupted service to voice

subscribers during periods of commercial power interruptions. Midcontinent utilizes power

supplies within its network, which convert commercial power to 87.5-volts AC and provide the

power to the network nodes, amplifiers and customer premise equipment. Each power supply unit

shall have battery backup in order to continue to provide network power in the event of a

commercial power failure. Portable generators shall be deployed by the PSRT to provide

continuous uninterrupted power augmenting the battery power life cycle.

G. High-Cost Certification

13. In support of Midcontinent's request, Midcontinent hereby certifies that it will

utilize support it receives on or after the date of its designation as a competitive ETC only for the

provision, maintenance, and upgrading of facilities and services for which the support is intended

pursuant to 47 U.S.C. § 254(e).

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EXHIBIT A REDACTED FOR PUBLIC INSPECTION Greater Renville Area, Minnesota Service Area

MIDCO Service Area

0 750 1,500 ± Feet REDACTED FOR PUBLIC INSPECTION Greater Becker Township, Minnesota Service Area

MIDCO Service Area Twsp Boundary

0 1 2 ± Miles REDACTED FOR PUBLIC INSPECTION Greater Big Lake Township, Minnesota Service Area

MIDCO Service Area Twsp Boundary

0 0.75 1.5 ± Miles REDACTED FOR PUBLIC INSPECTION Greater OrrockTownship, Minnesota Service Area

MIDCO Service Area Twsp Boundary

0 1 2 ± Miles REDACTED FOR PUBLIC INSPECTION Greater Clarkfield, Minnesota Service Area

MIDCO Service Area

0 750 1,500 ± Feet REDACTED FOR PUBLIC INSPECTION Greater St Leo, Minnesota Service Area

MIDCO Service Area

0 500 1,000 ± Feet REDACTED FOR PUBLIC INSPECTION Greater Glyndon, Minnesota Service Area

MIDCO Service Area RFNodeBoundary

0 750 1,500 ± Feet REDACTED FOR PUBLIC INSPECTION Greater Sacred Heart, Minnesota Service Area

MIDCO Service Area

0 750 1,500 ± Feet REDACTED FOR PUBLIC INSPECTION Greater St. Clair, Minnesota Service Area

MIDCO Service Area

0 750 1,500 ± Feet REDACTED FOR PUBLIC INSPECTION Greater Mapleton, Minnesota Service Area

MIDCO Service Area

0 1,000 2,000 ± Feet