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EXHIBIT 6.7
TRANSPONDER CHANNEL LICENSING AGREEMENT
Preamble
This Agreement is made as of the 27th day of June, 1996, by and between
Miralite Communications, a California Corporation, 0000 XxxXxxxxx Xxxx., Xxx.
000, Xxxxxxx Xxxxx, XX 00000, and American Independent Network, 0000 Xxxxxxx
Xxxxxxx 000, Xxxx Xxxxx, 00000 ("Licensee").
WHEREAS, pursuant to an agreement with GE Americom (the "GE Americom
Agreement"), Miralite Communications is authorized to use, subject to
availability and certain specified conditions, Transponder 13 on GE Spacenet 3,
together with certain backup on-board components, and
WHEREAS, there is excess capacity on certain channels of Transponder 13
and Miralite Communications desires to license other entities to use excess
capacity on such channels;
WHEREAS, Licensee desires to acquire a license to use 24 MHz of such
excess capacity;
NOW, THEREFORE, the parties hereby agree to the following:
Terms and Conditions
1. Term.
a. Initial Term. The term of service to be provided hereunder, unless
this Agreement is terminated or extended in accordance with its provisions,
shall run from July 15, 1996 (the "Channel Start Date") through July 31, 1999
(the "Channel End Date") (collectively, the "Term").
b. Option to Renew. Upon expiration of the Term of this Agreement and
subject to the termination provisions of Paragraph 19 hereof, Licensee will
have the option of continuing its license to use the Channel, on a prorated
month-to-month basis, pursuant to the terms and conditions of this Agreement.
c. Cancellation of License for Years Two and Three. Licensee shall
have the right to cancel the license provided under this agreement for years
two and three (July 15, 1997 through July 31, 1999), provided that written
notice is tendered, as per Paragraph 28, no later than sixty (60) days prior to
July 15, 1997. Upon termination of this agreement under this provision,
Licensee shall forfeit all Prepaid License Fees as per Paragraph 7. No such
right to cancel this license is provided in year one, two or three of this
agreement, except in the case where affiliates are not able to pick up a
quality grade signal.
2. Miralite Communication's Transponder Rights. During the Term, Miralite
Communications has rights to transponder capacity, specifically Transponder 13
on Spacenet 3, through the end of life of Spacenet 3, projected to be
February, 2000.
3. Licensee's Channels. Consistent with Miralite Communications' primary
use of Transponder 13 capacity for several services, including MCPC and SCPC
transmissions, Miralite Communications agrees that Licensee may use the
channel(s) on Transponder 13 as specified in Attachment I (sometimes
collectively referred to as the
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"Channel") for transmissions consistent with the GE Americom Agreement, as set
forth in Attachment IV.
4. Transponder Usage.
a. Licensee acknowledges that the exercise of its rights under this
Agreement is subject to Miralite Communications' rights to Transponder 13
under the GE Americom Agreement and that the Channel to be provided to
Licensee will be a channel or channels on Transponder 13 available to Miralite
Communications at the time service to Licensee is being provided. In the event
that Miralite Communications's rights to transponder capacity (including the
channel or any other capacity) on Transponder 13 shall be limited or shall
cease, at any time, this Agreement may be terminated without any liability to
Miralite Communications, as of the date of cessation.
b. In the event that Miralite Communications must utilize the
transponder capacity of Spare Components available to it pursuant to the GE
Americom Agreement, or for any other reason, Miralite Communications may in
good faith, in its sole discretion, reassign Licensee to a channel of
equivalent power and bandwidth other than the Channel. Miralite Communications
will promptly notify Licensee of any anticipated change in the channel
frequency assignment of the Channel. Except as expressly provided by this
Agreement, this Agreement will continue in effect regardless of any change in
channel(s) being used to provide service to Licensee. Any substitute channel
provided shall be subject to the same terms and conditions as the Channel under
this Agreement.
5. Transmission/Reception Facilities and Service Fees. This Agreement is
for the provision of the Channel only and does not provide for the use of or
access to satellite transmit and/or receive ground terminal facilities or any
services by Miralite Communications. Miralite Communications reserves the
right to charge Licensee reasonable fees for any technical consultation,
scheduling, or other support services provided Licensee or Licensee's
sublicensees using the Channel.
6. License Fees. Licensee shall pay Miralite Communications, without
further notice or demand, as follows:
a. For the Channel, the monthly license payment specified on
Attachment I hereto (the "Monthly License Fee").
b. Time of Payment. The Monthly License Fee is payable without demand
or invoice from Miralite Communications in advance on the first day of each
calendar month during the portion of the Term hereof beginning on the Channel
Start Date and ending on the Channel End Date. In the event that the Channel
Start Date and/or Channel End Date is other than the first and last days of
the calendar month, the monthly installments of rent for the first and last
months of the Channel service period shall be prorated on the basis of the
number of days within such month falling within the Channel service provided.
c. Method and Place of Payment. All payments by Licensee shall be made
by company, cashiers, or certified check payable to "Miralite Communications,"
and sent to the following address:
Miralite Communications
0000 XxxXxxxxx Xxxx., Xxx. 000
Xxxxxxx Xxxxx, XX 00000
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d. Late Fees. For any amount not paid within thirty (30) days of its due
date, Licensee shall be assessed a late payment penalty of 1.5% of the amount
of the overdue payment per month calculated from the date payment was due until
the date it is received by Miralite Communications. This penalty is in addition
to and does not waive any remedies Miralite Communications may have under other
provisions of this Agreement.
7. Prepaid License Fees. Within fifteen days after the execution of this
Agreement or prior to the Channel Start Date, whichever occurs earlier,
Licensee shall pay to Miralite Communications, in cash or cash equivalent, a
sum equal to one Monthly License Fee, based on year one monthly rental fees,
which shall be held as a security deposit during the remainder of the Term. If
this Agreement is terminated by Licensee, as set forth in Paragraph 1(c), or
due to an Event of Licensee Default, as set forth in Paragraph 21 herein,
Miralite Communications shall be entitled to retain as liquidated damages only
(and not as a penalty), the amount of this security deposit. A total of $20,000
License Fee needs to be prepaid by June 27, 1996.
8. Noninterference by Licensee. Licensee's operations on and transmissions
to Transponder 13 (and those of its sublicensees) shall not interfere with the
use of any other Channel of Transponder 13 or any other transponder on
Spacenet 3. Licensee shall not utilize (or permit or allow any of its
sublicensees to utilize) the Transponder in a manner which will or may violate
the requirements of the Operations Procedures set forth in Attachment II.
9. Noninterference by Miralite Communications and Other Licensees.
Miralite Communications will operates all channels it controls on Transponder
13 to provide service in a manner that will not interfere with Licensee's use
of the Channel and will require any other parties with whom Miralite
Communications contracts for the licensing of any such channels to so operate.
10. Law. Licensee shall comply with all applicable FCC regulations,
federal statutes and laws, and any other law or regulation, including any
international or common law, affecting the provision and use of the Channel.
Licensee warrants that the Channel shall not be used on a common carrier basis.
Licensee shall apply promptly for any necessary governmental authorizations and
warrants that it shall maintain all appropriate authorizations, licenses, and
permits for the use of the Channel, including licenses for earth stations.
11. Channel Operations. Licensee shall operate and use the Channel
pursuant to the terms of this Agreement and its Attachments, as such
Attachments may be modified from time to time by Miralite Communications on 30
days' written notice to Licensee. Specifically (without limitation):
a. Licensee shall operate on the frequency and within the transmission
parameters specified in "Specific Frequency Assignments and Transmission
Parameters of the Channel," Attachment I;
b. Licensee shall operate within all the technical and operational
requirements specified in "NETC Minimum Technical and Operational Requirements
for Uplinks for Accessing NEB*SAT Transponder, Attachment II" and the other GE
Americom Operational Procedures incorporated by reference in Attachment II;
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c. Licensee shall submit to Miralite Communications an "Earth Station Data
Sheet." Attachment III, for each uplink transmitting to the Channel, and
Licensee shall update that information upon any change.
d. Licensee shall comply with all provisions material to Miralite
Communications' compliance with the GE Americom Agreement as excerpted in
Attachment IV.
12. RESOLVING INTERFERENCE. Licensee shall cooperate in good faith with
and aid Miralite Communications in curing any failure of, interference with, or
technical problem concerning the Channel or the transponder on which the
Channel is located Specifically (without limitation):
a. Licensee shall correct any problems with the Channel which Miralite
Communications, in its sole discretion, determines are technical violations by
Licensee of this Agreement or the Attachments hereto. Licensee shall make
corrections within the time period specified by Miralite Communications in its
notice of violation to Licensee; and
b. If directed by Miralite Communications, in Miralite Communications'
sole discretion, Licensee shall immediately cease or modify transmissions to
Transponder 13 in order to remedy interference.
13. Sublicensing.
A. During the Term, Licensee shall not sublicense all or any portion of
the Channel to, or otherwise provide services on, the Channel (any such
provision of services on the Channel for others to be regarded as
"sublicensing" for all purposes under this Agreement) for others without the
prior written consent of Miralite Communications. Upon the prior written
consent of Miralite Communications, Licensee may sublicense the Channel or a
portion thereof; provided however, any such sublicense shall be subject to all
terms and conditions contained in this Agreement.
b. Whether or not Licensee sublicenses all or any portion of the Channel to
any other entity, Licensee shall not delegate its duties under this Agreement
and shall remain fully and primarily liable for all of its and its sublicensee's
representations, warranties and duties under this Agreement including timely
payment to Miralite Communications for use of the Channel notwithstanding the
failure of any sublicensee of Licensee to pay Licensee for its use of the
Channel or any portion thereof.
c. Licensee warrants that it, and not Miralite Communications, shall be
liable for any damage, loss or claim arising in connection with any
sublicensee's use of the Channel or any portion thereof to the full extent set
forth in the indemnification provision of Paragraph 15 of this Agreement.
d. Licensee shall ensure that its sublicensee comply with all provisions
material to the GE Americom Agreement, as set forth in Attachment IV.
14. Assignment.
a. Upon prior written notice to Licensee, Miralite Communications may
assign any or all of its rights and/or obligations under this Agreement to any
other entity.
b. Licensee may assign any or all of its obligations under this Agreement
only with the
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prior written consent of Miralite Communications; provided, however, that
Licensee shall remain fully and primarily liable for the payment of all amounts
and fees payable to Miralite Communications under this Agreement
notwithstanding such assignment. Any purported transfer or assignment made
contrary to the terms hereof hall be null and void.
15. Indemnification. Licensee shall indemnify and hold Miralite
Communications and its officers, directors, and employees (and the owner and/or
operator of the satellite on which the applicable transponder is located),
harmless from and against any liability, damage, loss, expense, or claim
(including collection costs and legal fees and expenses) in connection with all
legal or other formal or informal proceedings, instituted by any private third
party or any governmental authority, and arising out of or related to
Licensee's, and/or its sublicensee's, use of the Channel, or its failure to use
the Channel, or Licensee's and/or its sublicensee's breach of any of its
representations, warranties, responsibilities or obligations under this
Agreement, including liability, damage, loss, expense or claims from copyright,
trademark and infringement of patents arising from the use of the facilities
furnished by Miralite Communications in connection with, Licensee's and/or its
sublicensee's equipment or from Licensee's and/or its sublicensee's use in a
manner not contemplated by Miralite Communications. Licensee shall satisfy all
judgments, fines, penalties, costs or other award which may be incurred by or
rendered against Miralite Communications as a result thereof, as and to the
extent permitted by law. Miralite Communications has no responsibility for the
content of any transmission of Licensee, and/or its sublicensee, and, exercises
no control over Licensee's or its sublicensee's, transmissions on the Channel
other than as prohibited by the terms of this Agreement.
16. Programming Restriction and Legal Qualification. Licensee may not use the
Channels to transmit materials deemed likely to be deemed embarrassing in any
direct way to Miralite Communications or the State of Nebraska, including
transmission of illegal, indecent or obscene materials. Licensee and its
principals represent that they have not been convicted for the criminal
violation of, and have not been found by the FCC or other federal, state or
local government authority, to have violated any federal, state or local law or
regulation, as applicable, concerning illegal, indecent or obscene program
material or the transmission thereof (the "Indecency and Obscenity Laws") and
Licensee is not aware of any pending investigation involving Licensee's program
material for the violation of any Indecency and Obscenity Laws. Licensee
represents that it shall acquire, or require its sublicensee's to acquire, all
necessary rights to transmit, receive and use all copyrighted and trademarked
content transmitted on the Channel.
17. Taxes. Licensee shall be solely responsible for all regular or special
assignments, fees, costs, expenses and taxes accruing during the Term in
connection with Licensee's and/or its sublicensee's individual use of the
Channel.
18. Legal and FCC Compliance. Licensee (and its sublicensee, if any)
represents that it is in compliance in all material respects with all applicable
laws, rules or regulations of the United States of America and any other
country receiving international transmissions from the Channel and of any
state, county, municipality or other political subdivision or any agency of any
of the foregoing having jurisdiction over Licensee or the Channel, including
the Federal Communications Commission, except for such noncompliance which
would not have a material adverse effect upon Miralite Communications' ability
to perform its obligations under this Agreement.
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19. Termination
a. Miralite Communications may terminate this Agreement without liability
by giving Licensee written notice in the event of any of the following
circumstances:
(i) Miralite Communications's authority to use the Channel,
to license Licensee to use excess capacity, or to manage the use of such
capacity, terminates at any time during the Term.
(ii) Transponder 13 on which the Channel is being provided
fails or the owner or operator of the satellite determines that the transponder
may not be used by Miralite Communications and Miralite Communications, in its
sole discretion, does not reassign Licensee to an equivalent channel.
(iii) The occurrence of an Event of Licensee Default.
b. Licensee may terminate this Agreement without further liability after
the date of termination by giving Miralite Communications written notice in the
event of any change in Licensee's frequency assignment that is not in
accordance with the provision of Section 4(b) hereof; provided, however, that
Licensee must notify Miralite Communications of such termination within fifteen
(15) days of the date of Miralite Communications's notice to Licensee of the
change in frequency assignment.
20. Expiration. At the expiration of the Term or earlier termination of
this Agreement, Licensee shall surrender immediately to Miralite Communications
the Channel provided hereunder.
21. Licensee Default. The following are Events of Licensee Default under
this Agreement:
a. Licensee fails to make payment in full of any amount due under this
Agreement within ten (10) days of the receipt of notice from Miralite
Communications of nonpayment.
b. Licensee becomes insolvent, or shall make a transfer in fraud of
creditors, or shall make an assignment for the benefit of creditors.
c. Licensee files a voluntary petition for relief under the Bankruptcy
Code or under any law relating to bankruptcy, insolvency, reorganization or
liquidation or an order for relief shall be entered against Licensee in any
involuntary case under the Bankruptcy Code or any law relating to bankruptcy,
insolvency, reorganization or liquidation.
d. A receiver or trustee is appointed for all or substantially all of the
assets of Licensee.
e. Licensee attempts to pledge, hypothecate, encumber or create any lien
with respect to the capacity provided herein.
f. The Federal Communications Commission determines that Licensee's or
sublicensee's use of the Channel is unlawful.
g. Licensee fails to comply with any term, condition, or covenant of this
Agreement and except for Paragraph 21(a) through (f), as to which notice and
additional time to cure are not provided, does not cure such failure with ten
(10) days after Miralite Communications gives written notice thereof to
Licensee.
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22. MIRALITE COMMUNICATIONS' REMEDIES. Upon the occurrence of any Event of
Licensee Default, Miralite Communications shall have the option to pursue any
one or more of the following remedies without notice or demand:
a. Miralite Communications may suspend service or terminate this
Agreement, in which event Licensee shall immediately surrender the Channel to
Miralite Communications; if Licensee fails to do so, Miralite Communications
may take steps to secure control over the Channel.
b. Licensee shall reimburse Miralite Communications for expenses and
losses due to Licensee's Default. Miralite Communications shall not be liable
to Licensee for any damages resulting to Licensee or any sublicensee of
Licensee from any action Miralite Communications takes to enforce its rights
under this Agreement.
c. Miralite Communications' pursuit of any remedy does not constitute a
waiver of any right to receive payment from Licensee under this Agreement
(including interest and penalties) or of claims for any damages occurring to
Miralite Communications by reason of the violation by Licensee of its
sublicensee of any terms, conditions or covenants contained in this Agreement.
d. Miralite Communications may accelerate the balance of sums payable
hereunder with all such sums due and payable forthwith upon such notice of
acceleration and demand for payment.
e. Miralite Communications may pursue any other remedy specified in this
Agreement or any other remedy available at law or in equity.
23. MIRALITE COMMUNICATIONS DEFAULT. The following is an Event of Miralite
Communications Default under this Agreement.
Miralite Communications fails to make available the Channel in
compliance with the provisions of Paragraph 3 (unless the failure is pursuant
to the provisions of Paragraphs 4, 8, 19, or 32) and does not correct
such failure within ten (10) days after Miralite Communications receives written
notice therefrom from Licensee.
24. LICENSEE'S REMEDIES. Upon the occurrence of any Event of Miralite
Communications Default, Licensee shall have the option to pursue any one or
more of the following remedies without notice or demand:
a. Licensee may obtain an allowance for interruption of service of a
prorated reduction in the monthly charge, but only for continuous interruptions
of twenty-four (24) hours or more.
b. In the event an Event of Miralite Communications Default continues for
thirty (30) days or longer, Licensee may terminate this Agreement upon fifteen
(15) days prior written notice to Miralite Communications, in such event,
Licensee shall be obligated to pay Miralite Communications fees and other
expenses (including interest and penalties) incurred under this Agreement to
the date of the occurrence of the Event of Miralite Communications Default, net
of any allowance specified under this subparagraph 24(a).
c. Except for the provisions of Paragraph 26, the remedies specified in
this Paragraph 24 shall be the sole remedies of Licensee.
25. THE LIABILITY OF MIRALITE COMMUNICATIONS ARISING OUT OF THE FURNISHING
OF THE CHANNEL, INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS,
INTERRUPTIONS, DELAYS, ERRORS OR OTHER DEFECTS OR REPRESENTATIONS OR USE
THEREOF, OR ARISING OUT OF FAILURE TO FURNISH THE
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CHANNEL, AND WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION SHALL BE LIMITED
TO THE REMEDIES SPECIFIED IN PARAGRAPH 24. IN NO EVENT SHALL OF MIRALITE
COMMUNICATIONS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INCOME OR
BUSINESS OPPORTUNITIES, REGARDLESS OF THE NATURE OF THE CLAIM OR THE FORM OF
ACTION, ARISING FROM THE LICENSEE'S OR ITS SUBLICENSEE'S USE OF THE SERVICE,
WHETHER OR NOT OF MIRALITE COMMUNICATIONS SHALL HAVE HAD ANY KNOWLEDGE, ACTUAL
OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED.
26. Attorney's Fees. If, on account of the breach or default by Licensee or
Miralite Communications of its obligations under the terms, conditions, and
covenants of this Agreement, it shall become necessary for either party hereto
to employ an attorney in an action or to defend any of its rights or remedies
hereunder, the prevailing party shall be entitled to reasonable legal fees and
expenses incurred in connection with such action.
27. Relationship. No party shall be deemed an agent, employee, fiduciary or
contractor of the other as a result of this Agreement or any undertaking
assumed hereunder, and nothing herein shall be deemed or construed by the
parties hereto or other third party to create any rights, obligations or
interest in third parties, except as specified herein.
28. Notice. Except as otherwise provided in this Agreement, any notice,
approval, consent, waiver or other communication required or permitted to be
given or to be served upon any person in connection with this Agreement shall
be in writing given or served by a party or its counsel. Such notice shall be
personally served, sent by telegram, FAX, or sent prepaid by registered or
certified mail with return receipt requested and shall be deemed given, (i) if
personally served or sent by telegram, when delivered to the person to
whom such notice is addressed, (ii) if given by telegram, FAX, when sent, or
(iii) if given by mail, five business days following deposit in the United
States mail. Any notice given by telegram or FAX shall be confirmed in writing
within forty-eight hours after sent. Such notices shall be addressed to the
party to whom such notice is to be given at the party's address set forth below
or as such party shall otherwise direct.
If to Miralite Communications: If to Licensee:
Miralite Communications
Xxx Xxxxxxxx
0000 XxxXxxxxx Xxxx., Xxx 000
Xxxxxxx Xxxxx, XX 00000
Phone: 000-000-0000 Phone:
FAX: 000-000-0000 FAX:
Either party may designate a new address or addresses of five (5) day's
notice to the other.
29. Waiver. No provision of this Agreement may be waived except in writing by
the party who benefits from the provision; moreover, the parties hereto
understand and agree that the waiver by any party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of that provision by the same party, or of any other
provision or condition of this Agreement.
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30. Severability. If any covenant, term, provision, agreement or obligation
contained in this Agreement, or the application thereof to any person or
circumstance shall be determined to be invalid or unenforceable by an official
body, the remainder of this Agreement shall remain in force and effect.
31. Insurance. Licensee represents that it has in effect general liability
insurance, including error and omissions insurance, with a minimum limitation
of liability of $1,000,000 and agrees to maintain such insurance during the
Term of this Agreement. Upon Miralite Communication's request, Licensee shall
provide Miralite Communications with a certificate of insurance demonstrating
such insurance coverage.
32. Force Majeure. Neither Miralite Communications nor Licensee shall be
required to perform any term, condition, or covenant in this Agreement so long
as such performance is delayed or prevented by force majeure, which shall mean
acts of God, transponder or other satellite failure (except as set forth in
Paragraph 4(b)), strikes, lockouts, material or labor restrictions by any
governmental authority, civil riots and any other cause not reasonably within
the control of Miralite Communications or Licensee or which either is unable,
wholly or in part, to prevent or overcome.
33. Successors and Assigns. The terms, conditions, and covenants contained in
this Agreement shall apply to, inure to the benefit of, and are binding upon
the parties hereto and their respective successors and assigns.
34. Integration. This Agreement, along with Attachments I, II, III and IV
hereto, contain the entire understanding of the parties with respect to the
subject matter hereof and supersede and replace any previous documents,
correspondence, conversations, or written or oral understanding related to this
Agreement and may be changed only in a writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.
35. Applicable Law. This Agreement shall be governed by and construed under
the internal laws of Nebraska (but not the laws pertaining to choice or
conflict of laws) and the laws of the United States whether or not the work is
performed within or without these jurisdictions. All instruments executed
pursuant to this Agreement shall be governed by the internal laws of California
etc. and the United States, regardless of the place of execution or
performance. Licensee agrees that any action concerning this Agreement shall be
brought only in the following courts: U.S. District Court for the District of
California which is located in Sacramento, California, and the Orange County
District Court, State of Nebraska.
36. MIRALITE COMMUNICATIONS MAKES NO REPRESENTATION OR WARRANTY, EXPRESSED OR
IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR USE OF THE
CHANNEL.
37. Binding. This Agreement is not considered final and binding until it has
been signed by all the parties below.
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38. Survival. Any provisions which by their terms survive the expiration or
earlier termination of this Agreement shall bind the parties, and their legal
representatives, heirs, and assigns as set forth herein.
IN WITNESS WHEREOF, each of the parties hereto, by an authorized
person, has caused this Agreement to be duly executed, sealed and delivered in
its name and on its behalf, as of the day and year first written above.
Miralite Communications Licensee
By: /s/ XXX XXXXXXXX By: /s/ XXX XXXXXXX
------------------------- -------------------------
Xxx Xxxxxxxx
President Name: Xxx Xxxxxxx
-----------------------
Title: CEO
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Date: 6/25/96 Date: 6/25/96
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ATTACHMENT I
Transponder Channel Licensing Agreement between Miralite Communications, and
American Independent Network (Licensee), dated June 27, 1996.
SPECIFIC FREQUENCY ASSIGNMENTS AND TRANSMISSION
CHARACTERISTICS OF THE CHANNEL(S):
Satellite: Spacenet 3
Transponder: 13
Downlink Center Frequency (Mhz): 3740 MHz
*Nominal Downlink EIRP (dBW): 29.1 dBW
Channel Bandwidth (Khz): 24 MHz
Transmission Parameters: OQPSK
Channel Start Date: July 15, 1996
Channel End Date: July 31, 1999
Year One (July 15, 1996 through
July 31, 1997) Monthly Rental Payment: $62,500
Year Two (August 1, 1997 through
July 31, 1998) Monthly Rental Payment: $62,500
Year Three (August 1, 1998 through
July 31, 1999) Monthly Rental Payment: $62,500
Prepaid License Fees: $62,500
*Downlink EIRP as measured in Lincoln, Nebraska by Miralite Communications.
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ATTACHMENT II
NEBRASKA EDUCATIONAL TELECOMMUNICATIONS COMMISSION
SATELLITE SYSTEM
MINIMUM TECHNICAL AND OPERATIONAL REQUIREMENTS
FOR UPLINKS ACCESSING NETC TRANSPONDER
The Nebraska Educational Telecommunications Commission (NETC) manages the
NEB*SAT Interconnection System, and is contractually obligated to oversee
activity on the NEB*SAT transponder.
The NEB*SAT System Technical Center (STC) is responsible for monitoring the
technical operation of users of the Transponder. The STC is staffed
approximately 20 hours a day, seven days a week. The STC telephone number is
(000)000-0000.
STC works closely with the technical staff of the Satellite Operator to ensure
that all users of the Transponder meet minimum technical standards and operate
on a mutual non-interference basis. STC has the responsibility and the
authority to disallow or terminate any transmission which fails to meet the
technical requirements and specifications listed below.
IF STC DIRECTS THAT TRANSMISSIONS TO A TRANSPONDER CEASE OR BE MODIFIED, IT IS
MANDATORY THAT THE OPERATOR RESPONSIBLE FOR SIGNAL TRANSMISSIONS TO THE
SATELLITE HAVE THE TECHNICAL CAPABILITY EITHER DIRECTLY OR BY REMOTE CONTROL,
AND THE ABSOLUTE AUTHORITY WITHOUT RECOURSE TO HIGHER AUTHORITY, TO IMMEDIATELY
CARRY OUT SUCH A DIRECTION.
TECHNICAL REQUIREMENTS AND SPECIFICATIONS
The uplink facility must be licensed by, and operate in compliance with all
applicable sections of Part 25 of the Rules and Regulations of the Federal
Communications Commission. Transmit antennas must comply with the Antenna
Performance Standards specified in Part 25.209 of the FCC Rules and
Regulations. Each uplink facility must complete an NETC Earth Station Data
Sheet prior to any transmission to the transponder. Downlink EIRP will be
measured in Lincoln, Nebraska.
Each carrier transmitted to the Transponders must not exceed the following
limits:
- Downlink EIRP shall not exceed the contracted power level [plus or
minus] 25 kHx uplink frequency error
- -60 dBc incidental phase modulation of program carrier
- Spurious emissions outside the contracted channel bandwidth must be
within the limitations of Part 25.202 of the FDCC's Rules &
Regulations.
- Cross-polarization isolation shall be [greater than or equal to]
30 dB.
- When multiple carriers are simultaneously transmitted, third or
higher order intermodulation products must not exceed 1.5 dBw
downlink EIRP at any frequency inside or outside the transponder.
OPERATING PROCEDURES
1. TELEPHONE COMMUNICATIONS
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The Licensee must provide STC with the telephone number where the
person responsible for signal transmission can be reached at all times
during transmission to the Transponder. This telephone line must
remain free of call at all times while the uplink is radiating to the
satellite. This requirement is not met if the phone goes unanswered or
is busy, or is located too far away for the uplink operator to effect
instant changes at STC's direction.
Licensee MUST NOT contact the Satellite Operator directly; all
communications with the Satellite Operator relating to operations on
the Transponder must be through STC.
2. ACCESS TO THE TRANSPONDER
A. Uplink Access Tests
Each uplink facility must complete an Uplink Access Test (UAT):
- prior to initial access to the transponder;
- whenever the antenna used during the most recent UAT has been
repointed or moved; and
- the Satellite Operator or STC has reason to believe that the
facility may be causing interference to other users.
Uplink Access Tests will be conducted by STC using the procedures of,
and in cooperation with, the technical staff of the Satellite Operator.
These tests are arranged by the STC staff on a schedule basis. It is
recommended that such testing occur at least 24 hours in advance of the
scheduled program transmission to provide the uplink operator with
adequate time to correct any problems discovered during the test period.
The uplink operator is responsible for contacting STC to arrange the
scheduling of such tests with the Satellite Operator.
B. Beginning Transmission to the Transponders
Particular care must be exercised by the uplink operator at the
commencement of any transmission to the satellite. Uplink radiation
should begin at a minimum power level, and be gradually increased until
optimum performance is achieved within the contract limits.
C. Routine Operations
After an uplink has successfully completed a UAT and has established
nominal operating levels, it is not necessary to contact STC for
routine operations. The Licensee is solely responsible for proper
operation of the earth uplink terminal. If the transmitting chain is
changed in any way that might affect the uplink's ability to operate
within the specified operating parameters, STC should be contacted
and the uplink's performance re-evaluated. The STC will assist Licensees
in the determination of proper parameters upon request.
D. Interference Resolution
14
If a Licensee feels that its signal is being interfered with by another
user, the complaint should be referred to STC for resolution. STC will
work with the Licensee and all other necessary parties including the
Satellite Operator, and if necessary the FCC to resolve the
interference.
If the Licensee's transmission is determined to be the cause of, or is
contributing to an anomalous condition on the Transponder or Satellite,
STC has the authority to require the Licensee to modify or cease
transmission to the Transponder to resolve the condition.
Lessees shall be liable for the cost of retransmitting or making-good
any transmission with which their uplink has interfered.
15
GTE SPACENET CORPORATION
TRANSPONDER SALE AGREEMENT Agreement No. 756
ANNEX C
Operations Procedures
1.0 GENERAL
1.1 Purpose - The purpose of these Operations Procedures
("Procedures") is to delineate the responsibilities of the
Purchaser with respect to access to GTE Spacenet Satellites and
the procedures by which such access will be initiated,
maintained, and terminated.
1.2 Definitions
The "uplink" consists of analog or digital, single or
multiplexed-channel baseband communications signals which have
been modulated onto an intermediate frequency carrier,
translated to the appropriate radio frequency for the satellite,
amplified to a suitable power level, and transmitted through a
directional antenna to the satellite by a transmit earth
station. The key uplink parameters are uplink antenna
performance characteristics, Effective Isotropic Radiated Power
(EIRP), and signal modulation characteristics in the single and
multiple carrier mode.
The "downlink" consists of the signal transmitted from the
satellite and the equipment at the earth station where the
signal is received by a directional antenna, amplified by a low
noise amplifier (LNA), translated in frequency by a
downconverter, demodulated, and further amplified for
distribution to end users. The key downlink parameters are the
receiving system figure of merit (G/T), the antenna half-power
beamwidth, the signal modulation characteristics and the
demodulator performance.
The "transponder" receives the uplink signal and translates it
to the output frequency, amplifying and retransmitting the
signal as the downlink signal, on the opposite polarity from the
uplink. The key transponder parameters are Saturation Flux
Density, G/T, transfer characteristics, and downlink EIRP.
An "anomalous condition" (or an "anomaly") is the transmission
of a signal which fails to meet the technical requirements of
these Procedures or which otherwise causes, or threatens to
cause; interference to the transmissions of others; harm to a
GTE satellite or the satellite of another carrier; or degraded
service to another customer of GTE or a customer of another
carrier.
The term "earth station" includes fixed and transportable earth
stations.
1.3 Satellite Access Control Center - The Satellite Access Control
Center is located at GTE Spacenet headquarters in McLean,
Virginia and is the Purchaser's contact point for performance
verification, and link establishment each time Purchaser
accesses its Transponder. This facility consists of the staff,
equipment, and information necessary for coordinating and
operating all types of GTE Spacenet Satellite Services.
1.4 Video Service Coordinators, Satellite Service Technicians, and
Satellite Services Engineers (See Table 1)
GTE Satellite Service Technicians at the Satellite Access
Control Center are responsible for all activities involved in
establishing the uplink, including coordination of earth station
access to the satellites, initial earth station performance
verification, termination of earth station access, major changes
to an existing earth station, and fault isolation and
restoration operations.
Each Satellite Service Technician has the authority and
responsibility to direct Purchaser to modify an uplink
transmission when it exceeds the tolerances specified in these
Procedures. The Satellite Service Technician may
16
also order cessation of any transmission or take other appropriate
action as defined in 3.4.2 of these Procedures when out-of-tolerance
operation creates an anomalous condition.
GTE Satellite Service Engineers are responsible to approve frequency
plans for operating multiple carriers on a single Transponder.
2.0 EARTH STATION AND NETWORK OPERATIONAL IMPLEMENTATION - Anyone accessing
a GTE Satellite must design transmitting earth stations with networking
analysis, RF monitoring, and control systems that allow station
operators to have, at a minimum, basic status information and control
over the earth station's operating parameters. Earth stations shall
either be manned or equipped to allow immediate correction of anomalies
in the signal transmitted by the earth station.
2.1 Earth Station Transmitted Power Limits - Earth stations in any type
of service should be designed and operated so that an alarm or
indicator alerts the operator when an increase in earth station
uplink EIRP results in a flux density at the satellite that exceeds
the level authorized for the service by 1 dB or more. The alarm or
indicator must be readily available to an individual with the
authority and means to immediately reduce the uplink EIRP to an
acceptable level or terminate transmission until the out-of-
tolerance condition can be corrected.
2.2 Transmit Earth Station Antenna Sidelobe Performance Requirements -
Transmit earth station antennas must comply at all times with
applicable FCC Antenna Performance Standards (currently contained in
Section 25.209, Part 25 of FCC Rules and Regulations).
2.3 Maximum Emission Levels Within Assigned Transponders - To provide
protection to multiple users of a transponder, a constraint has been
established with respect to emissions generated by an earth station
HPA. This constraint includes all multicarrier intermodulation
products. TDMA carrier energy spreading spurious signals, and
harmonic products. Unless authorized in writing by GTE, the maximum
emission level radiated by an earth station antenna to the assigned
transponder, but outside the User's allocated bandwidth as defined
in the Service Statement, must not, as measured by GTE exceed 8 dBW
per 25 kHz.
2.4 Maximum Emission Levels Into Adjacent Transponders - The emissions
radiated by an earth station antenna which fall outside of the
assigned transponder bandwidth, but within the bandwidth of adjacent
transponders, must not, as measured by GTE, exceed 18 dBW per 25
kHz.
2.5 Unlink Power Control - Earth stations using uplink power control
may not relax constraints stated in Paragraphs 2.3 and 2.4 by more
than 7 dB during rain fade conditions. EARTH STATIONS WITHOUT UPLINK
POWER CONTROL, MAY NOT MAKE CHANGES IN UPLINK POWER FOR ANY REASON
(INCLUDING ADVERSE WEATHER) WITHOUT PRIOR APPROVAL OF A SATELLITE
SERVICE TECHNICIAN.
2.6 Maximum Emission Levels Outside Spacecraft Frequency Spectrum -
Earth station transmitters must not radiate out-of-band emissions
which exceed the levels specified in applicable FCC rules (currently
specified in Paragraph 25.302, FCC Rules and Regulations).
2.7 Polarization Isolation - The cross-polarized signal component
radiated by transmitting earth stations must be a minimum of 30 dB
below the on-axis co-polarized components as measured by GTE. For
transportable earth stations, it is recommended that a motorized
polarization adjustment system be employed which can be operated
while the user is in voice communication with a Satellite Service
Technician. GTE reserves the right to charge Purchaser for
Transponder time in excess of 5 minutes used to optimize the
polarization of a transportable earth station.
2.8 Antenna Pointing Stability - The pointing stability of the uplink
antenna shall be such that environmental conditions, both internal
and external to the uplink earth station, will not cause sufficient
antenna movement to produce more than a +/- 1 dB change in
operational flux density at the Satellite. Under no conditions may
the earth station violate crosspole isolation requirements of
Paragraph 2.7.
2.9 Automatic Transmitter Identification - In accordance with Section
25.308 of FCC Rules, effective March 1, 1991, all satellite video
uplink transmissions must be equipped with an automatic transmitter
identification systems (ATIS).
17
2.9.1 Uplink equipment manufactured on or after March 1, 1991
shall use the FCC-specified subcarrier based ATIS
approach. The ATIS signal shall be a separate subcarrier
which is automatically activated whenever any RF
emissions occur. The encoder shall be integrated into
the uplink transmitter chain in a method that cannot
easily be defeated. The ATIS information shall
continuously repeat. The ATIS signal shall consist of
the following:
a. A subcarrier signal generated at a frequency of
7.1 MHz [plus or minus] 25 KHz and injected at a
level no less than -26 JB (referenced to the
unmodulated carrier). The subcarrier deviation
shall not exceed 25 KHz peak deviation.
b. The protocol shall be International Xxxxx Code
keyed by a 1200 Hz [plus or minus] 800 Hz tone
representing a xxxx and a message rate of 15 to
25 words per minute. The tone shall frequency
modulate the subcarrier signal.
c. The ATIS signal as a minimum shall consist of: the
FCC assigned earth station call sign; a telephone
number providing immediate access to personnel
capable of resolving ongoing interference or
coordination problems with the station; and a
unique ten-digit serial number or random number
code programmed into the ATIS device on a
permanent manner such that it cannot be readily
changed by the operator on duty. Additional
information may be included within the ATIS data
stream provided the total message length,
including ATIS, does not exceed 30 seconds.
2.9.2 Uplink equipment manufactured before March 1, 1991 will
be permitted to use either the newly-adopted FCC
sub-carrier based ATIS, or the XXX-XXXX vertical
blanking interval ATIS presently used by some uplinkers.
3.0 ESTABLISHING AND MAINTAINING FULL AND PARTIAL TRANSPONDER LINKS -
Responsibilities for establishing and maintaining Full and Partial
transponder links are defined in this section.
3.1 GTE Responsibilities - GTE is responsible for Satellite and
Transponder integrity, and for compliance with all applicable
Federal Communications Commission (FCC) Rules and the provisions
of this Agreement.
3.2 Purchaser Responsibilities
3.2.1 Earth Station Permits and Licenses - Purchaser is
responsible for all necessary frequency coordination and
FCC filings, compliance with local zoning ordinances,
procurement of all construction and building permits and
operating licenses for such earth station, and
compliance with pertinent FCC Rules and Regulations
regarding earth station radiations. All transmitting
earth stations shall also comply with the requirements
of Paragraph 2.0 of these Procedures.
3.2.2 Earth Station Data Sheet - Unless otherwise specified in
the agreement under which satellite service is provided
to Purchaser, Purchaser shall submit to GTE a completed
copy of the "Earth Station Data Sheet" (included in this
Agreement) for each earth station employed. This
information is required by GTE not later than the date
of execution of the Transponder Sale Agreement. An Earth
Station Data Sheet shall also be submitted thirty (30)
days prior to the initiation by Purchaser of a change to
any parameter identified on the Sheet. All Sheets shall
be mailed to GTE at the date identified on said Sheet.
3.2.3 Frequency Plan - If Purchaser intends to modify its then
current operating frequency plan, Purchaser shall
coordinate with GTE's Satellite Services Engineering
department to develop an optimum frequency plan,
including power levels, which considers traffic on the
cross-polarized and adjacent transponders, and on the
co-polarized transponder(s) on the adjacent
satellite(s). Any proposed changes in the frequency plan
must be submitted thirty (30) days prior to initiation
of the change. This information is required in order for
GTE Spacenet to maintain a minimized interference
environment for the Purchaser and for other users of the
assigned satellite.
3.3 Facility Performance Verification
3.3.1 Initial Earth Station Performance Verification - Initial
performance verification is the process whereby a
Satellite Service Technician certifies the suitability
of a new or reconfigured transmitting earth station
18
prior to the operational use of that station on Purchaser's
Transponder. The purpose of the process is to prevent damage to
the Transponder or Satellite and interference to users of other
satellites or transponders due to an out-of-tolerance anomaly of
the earth station, and to allow the Purchaser to correct
problems with earth stations prior to operational use of such
stations. The station's performance must conform to the
requirements of these Procedures.
It is recommended that all transmit earth stations be verified
in accordance with this Paragraph at least ten (10) days prior
to the commencement of use of Purchaser's Transponder to assure
that (a) access time is available for testing the earth station
and (b) that problems can be corrected. GTE will not be
responsible for any delays in the commencement of Purchaser's
use of its Transponder where Purchaser has not obtained
performance verification of an earth station ten (10) days or
more prior to such date.
3.3.2 Operational Performance Verification - Prior to bringing an
earth station on line for operational service, the station's
performance must be verified by a Satellite Service Technician
as complying with the requirements of these Procedures.
3.3.3 Verification Procedure - Verification of earth station
performance under either Paragraph 3.3.1 or 3.3.2 shall be
determined in accordance with the following procedure:
a. Prior to activation of an earth station, Purchaser shall
optimize the pointing and polarization of the earth
station antenna by monitoring existing downlink signals
from the satellite assigned to Purchaser. Satellite
Service Technicians are available to assist Purchaser
with this activity.
b. Prior to activation of an earth station, the Purchaser
must establish continuous telephone contact with the
Satellite Service Technician until the link is
established and operating satisfactorily.
c. The Transponder number(s) and carrier frequency(ies) of
the scheduled transmission(s) are confirmed by the
Purchaser and the Satellite Service Technician.
d. The earth station transmits an unmodulated, low level
continuous wave (cw) carrier to the Transponder on the
assigned frequency.
e. The Purchaser adjusts the polarization of the uplink
antenna as directed by the Satellite Service Technician
until the earth station achieves acceptable
cross-polarization isolation.
f. The carrier power is increased as directed by the
Satellite Service Technician until the proper carrier
operating point is achieved.
g. Modulation is applied to the carrier and the Satellite
Service Technician verifies that Purchaser is occupying
only the bandwidth authorized in the Transponder Sale
Agreement.
h. For fixed, non-tracking transmit earth stations, if the
above procedure is conducted when the Satellite is not
at the stationkeeping center-of-box, the procedure shall
be repeated at the next center-of-box time convenient to
Purchaser. Information regarding the center-of-box times
for a particular satellite may be obtained from the
Video Services Center.
3.4 Performance Degradation; Anomalous Conditions
3.4.1 Fault Isolation - When a Purchaser (or other user of the
Satellite) or a Satellite Service Technician detects degraded
link performance, a fault isolation procedure will be initiated
to isolate the cause. The Purchaser is responsible for
verification of proper uplink and downlink performance. If such
initial action does not identify the fault, contact should be
established with the Satellite Service Technician for
verification of Transponder performance.
3.4.2 Anomalous Conditions - If Purchaser's transmission is determined
by GTE to be the cause, or to be contributing to, an anomalous
condition as defined in Paragraph 1.2, GTE has the authority to
require Purchaser to modify or cease transmission to the
Satellite. Failure of the Purchaser to immediately rectify the
anomaly may result in the Purchaser being denied access to the
Satellite. If the Satellite Service Technician is unable to
contact the Purchaser or if Purchaser fails to correct the
anomaly, the Satellite
19
Service Technician has the authority and responsibility to take
appropriate action to prevent possible degradation to Satellite
or Transponder life or interference to other satellite users.
Such actions may include suspension of Purchasers access to
the Satellite.
4.0 RELATIONSHIP TO THIRD PARTIES
4.1 Purchaser's Responsibility - If Purchaser resells any capacity on
its Transponder to a third party or allows a third party to use
the Purchaser's Transponder, or uses a transmit earth station
operated by a third party, Purchaser shall be responsible for
assuring that any such third party complies with these Procedures.
4.2 Scheduling of Service - Purchasers may authorize a third party to
access Purchasers Transponder, provided that the right to schedule
such access, including any right to change a scheduled access
remains with Purchaser and may not be assigned or delegated to a
third party without the express written permission of GTE.
4.3 Third Party Access
4.3.1 Pre-Authorization - GTE will allow a third party to access
Purchaser's Transponder only if GTE is notified by
Purchaser in writing in advance that such third party may
access such Transponder and only during the time period
scheduled by Purchaser.
4.3.2 Coordination and Verification - A third party authorized to
access Purchaser's Transponder shall comply with all
coordination and verification requirements of these
Procedures. For purposes of clarity, the term "Purchaser"
used in such requirements shall be read as "the Authorized
Third Party". All authorized third party shall report any
technical problems encountered in its use of Purchaser's
Transponder directly to GTE.
4.3.3 Denial of Access to Third Parties - GTE may, without
liability to Purchaser or any third party, deny access to
a third party where such third party:
a. Is not pre-authorized to access Purchaser's
Transponder, or
b. Fails to comply with any requirements of these
Procedures, including the coordination and verification
procedures.
4.4 Third Party Service Charges - Nothing in this Paragraph 4 shall be
construed as creating any rights in any third party to receive
Service from GTE, nor shall this Paragraph 4 be construed as
preventing GTE from charging Purchaser or a third party using
Purchaser's Transponder for any support services provided by GTE
to such third party.
5.0 TELEPHONE CONTACT AND COORDINATION - Telephone Contact and Coordination
telephone and telex numbers, addresses, are listed in Table 1 below.
20
ATTACHMENT III
NEBRASKA EDUCATIONAL TELECOMMUNICATIONS COMMISSION
EARTH STATION DATA SHEET
INSTRUCTIONS:
Make a copy of this Earth Station Data Sheet for each earth station
which will be used to access the satellite. Completed Data Sheets must
be submitted with the Space Segment Channel Leasing Agreement.
A revised copy of this Earth Station Data Sheet must be submitted to
NETC upon change of any information contained herein.
EARTH STATION DATA
1. Traffic Type ____ Analog SCPC ____ Digital SCPC ____ Digital MCPC ____ Other
2. Earth Station Information: Station Name (if any): ___________________________
City, State and ZIP:_____________________________ Elevation: _______________
Latitude:_________________________ Longitude: ______________________________
3. Earth Station Type (check one): ____ Transmit/Receive ____ Transmit Only ____
Receive Only
4. Earth Station Operation: ____ Attended ____ Unattended Uplink Tel.: ________
5. Earth Station Technical Data:
a. Antenna: Manufacturer __________ Model No. _________ Diameter _____ Meters
Transmit Gain: ____ dB
Type of feed (check one): __ Single polarization __ Dual polarization
b. Power: At Antenna Feed: Nominal ___________ Xxxxx Maximum __________ Xxxxx
HPA: Manufacturer __________ Rated Output Power __________ Xxxxx
6. Modulation:
Type (eg FM) Access Technique Carrier Or Uncoded FM Deviation Carriers
BPSK, (QPSK) (e.g., TDMA, FDMA) BW* (kHz) Data Rate (Kbps) or FEC Rate of this type
----------- ----------------- -------- --------------- ------------ ------------
----------- ----------------- -------- --------------- ------------ ------------
----------- ----------------- -------- --------------- ------------ ------------
----------- ----------------- -------- --------------- ------------ ------------
----------- ----------------- -------- --------------- ------------ ------------
May 17, 1996
21
ATTACHMENT IV
NEBRASKA EDUCATIONAL TELECOMMUNICATIONS COMMISSION
SATELLITE SYSTEM
INCORPORATING BY REFERENCE
SELECTED PROVISIONS OF THE GE AMERICOM AGREEMENT
NOTE: GE AMERICOM IS THE SUCCESSOR IN INTEREST OF GTE SPACENET
CORPORATION, DESIGNATED AS "GTE" IN THESE PROVISIONS. NETC IS
DESIGNATED AS "PURCHASER" IN THESE PROVISIONS.
22
ARTICLE 4 USE OF SIII/T13
(a) GTE has advised Purchaser that SPACENET III may be used for the
transmission of single and dual analog video, single channel per
carrier ("SCPC") traffic and analog or digitized voice or data
services. Purchaser has advised GTE that SIII/T13 will be used
solely for the transmission of single and dual analog video,
single channel per carrier ("SCPC") traffic and analog or
digitized voice or data services. GTE has made the assignment of
the SIII/T13 on the basis of Purchaser's intended use and in
consideration of other GTE customers using the SPACENET III
satellite and users of other satellites adjacent to SPACENET
III.
(b) Should Purchaser desire to use SIII/T13 for transmission of a
signal type other than that identified above, it shall notify
GTE in writing of the desired signal type and GTE will undertake
a review of the affect of such change on then current and
planned use of the
23
SPACENET III Satellite and other satellites adjacent to SPACENET
III. Should GTE determine in its sole discretion that the
transmission of the signal type desired by Purchaser:
(i) will not interfere with other GTE customer's
services on SPACENET III or the users of other satellites;
and
(ii) will not interfere with the future use of the
SPACENET III Satellite by GTE or its customers; and
(iii) will not be in violation of statute, rule,
regulation, or the order of a court or governmental agency.
then GTE will undertake to coordinate the proposed use of
SIII/T13 as may be required to allow SIII/T13 to be used for
such transmission type.
(c) Purchaser shall not use SIII/T13 for any purpose other than that
stated in paragraph (a) above without the prior coordination
with GTE as provided in the Operations Procedures and without
the written consent of GTE.
24
ARTICLE 9 SATELLITE OPERATIONS
9.1 GTE shall be the sole FCC licensee of the Satellite, and shall be
responsible for operating and maintaining the Satellite in a manner that
complies with all applicable FCC Rules and Regulations. GTE shall be the
sole controller and operator of the Satellite.
9.2 Nothing in this Agreement shall be construed to prevent GTE from taking
any action necessary to protect its Satellites or to act in accordance
with the Operations Procedures.
9.3 GTE reserves the right to periodically transmit essential
station-keeping signals to selected Transponders. Such transmissions
will not degrade the performance of the receiving Transponder.
9.4 GTE reserves the right to relocate the Serving Satellite in accordance
with applicable regulations of the FCC or other governmental agencies
having jurisdiction.
25
ARTICLE 11 RESPONSIBILITY OF PURCHASER
11.1 In connection with its use of SIII/T13. Purchaser shall comply with all
applicable FCC regulations and with all applicable laws, rules and
regulations, both current and as may come into effect, as well as with
this Agreement.
11.2 Purchaser will not transmit or otherwise act in any manner that violates
the requirements of the Operations Procedures attached as Annex C. In
the event that Purchaser materially breaches those Procedures, GTE may,
without waiving any other rights it may have and without liability to
Purchaser, exercise its rights under Paragraph 3.4.2 of the Operations
Procedures.
11.3 Purchaser shall be responsible for the design, engineering, and the
provision of all necessary uplink, downlink and terrestrial
transmission facilities.
11.4 Should Purchaser resell, or otherwise allow a third party to utilize
for any purpose, SIII/T13 or any portion thereof, Purchaser shall
remain liable to GTE for compliance with the obligations imposed by
this Agreement (including the Operations Procedures) by any person
directly or indirectly receiving services or benefits under this
Agreement (collectively, "Derivative Users"). Any action or failure to
act by a Derivative User which if performed (or not performed) by
Purchaser would constitute a breach of this Agreement, shall be deemed
to have been committed by Purchaser. Any Service resold or otherwise
provided to a Derivative User may be utilized by the end-user only to
the extent, and for the type of transmission for which, Purchaser was
authorized to use SIII/T13. GTE reserves the right to charge Purchaser
fees for any technical consultation, scheduling, or other support
services provided Derivative Users using SIII/T13.
ARTICLE 12 INDEMNIFICATION
12.1 Purchaser shall indemnify and save GTE, and its officers, directors,
and employees, harmless from and against any and all claims, damages,
expenses and losses (including reasonable attorney's fees) of third
parties (including, but not limited to, Derivative Users), directly or
indirectly arising out of or in connection with any of the following:
(a) Any interference or disruption of communications arising out of
the use by Purchaser or a Derivative User of SIII/T13, except
that Purchaser shall be relieved of its indemnity obligation
under this Article 12 with respect to third parties (other than
Derivative Users) if such interference or disruption is solely
the result of: (A) adherence by Purchaser or a Derivative User
to specific applicable written direction of GTE which
26
Purchaser is, or Purchaser and its Derivative Users are,
obligated by this Agreement to follow: (B) actions taken by GTE
in the management of the Serving Satellite; or (C) the willful
misconduct of GTE.
(b) The failure or unavailability of SIII/T13 to provide satellite
transmission service to Purchaser or Derivative Users under this
Agreement; or errors or defects in, or losses of (including
misappropriation), any communication transmitted by Purchaser or
a Derivative User using SIII/T13.
(c) The content or form of the information in any communication
transmitted by Purchaser or a Derivative User using SIII/T13.
12.2 Purchaser shall reimburse GTE for all damage to GTE's property caused by
Purchaser, or Derivative Users.
27
ARTICLE 18 PUBLICITY
All advertising and publicity by GTE or Purchaser, where the other party to
this Agreement is mentioned by name, must be submitted to and approved by the
other party in writing prior to release for publication. In addition, neither
party may use the other party's trademarks, trade name, or logos in any manner
without the prior written permission of the other party. GTE may disclose to
other of its customers or prospective customers the fact that Purchaser has
purchased a Transponder on the Satellite.
28
ARTICLE 19 CONFIDENTIALITY
The parties hereto agree that all documents and information which a reasonable
person would regard as confidential or proprietary under the circumstances or
which, by their nature, are inherently confidential or proprietary and which
are furnished to a party hereunder, shall be held in strict confidence and
shall not, without the prior written consent of the other party, be made
available or disclosed to any third party or be used by the other party hereto
except as contemplated hereunder. Moreover, each party hereto agrees to
restrict dissemination of such confidential documents and information to only
those persons in their respective organizations who are directly involved in
the performance of the obligations under this Agreement. Notwithstanding the
above restriction, neither party shall have any obligation (a) for any
disclosure of confidential documents or information which is, or becomes,
generally known to the public without breach of the terms of this Agreement, or
(b) for any disclosure of information which is required (i) by court order or
(ii) by order of any governmental or administrative tribunal having
jurisdiction over the parties hereto or (iii) by the laws of the State of
Nebraska or (c) for any disclosure of information which must necessarily or
appropriately be disclosed in order to facilitate issuance of the bonds for the
funding of the purchase of SIII/T13 under this Agreement.
