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14-049.00 Electric Lightwave
FIBER LICENSE AGREEMENT PARTIES: Electric Lightwave,LLC d/b/a Integra Wholesale City of Spokane Valley TABLE OF CONTENTS 1. license 1 2. Term. 1 3. Consideration 2 4. Taxes,Fees,Surcharges and Other Governmental Impositions 3 5. Required Rights 3 6. Access and Use of the Licensed Fiber 4 7. Maintenance. 5 8. Relocation 5 9. Warranty 5 10. Indemnification 6 11. Limitation of Liability. 6 12. Waiver of Liens. 6 13. Insurance 7 14. Default and Termination. 7 15. Dispute Resolution. 8 16. Governing Laws 8 17. Relationship of the Parties 8 18. Notices 8 19. Waiver. 9 20. Assignment. 9 21. Force Majeure 9 22. Confidentiality 9 23. Entire Agreement. 9 EXHIBIT A 10 EXHIBIT B 15 COIL(-0Y9 FIBER LICENSE AGREEMENT // THIS FIBER LICENSE AGREEMENT("Agreement"),made this4 day of civh , 2014 (the `Effective Date"),by and between Electric Lightwave,LLC.d.b.a Integra Wholesale,a Delaware limited liability company,with primary offices at 1201 NE Lloyd Boulevard Suite 500,Portland,Oregon("Integra Wholesale"),and City of Spokane Valley,with primary offices at irk � rd�ttel�N1hi'AP Va/�i H/f(`Licensee"). Integra Wholesale and Licensee may be referred to individually as"Party"or co lectively as the"Parties". WHEREAS, Integra Wholesale has constructed and/or has obtained the right to use a fiber optic communications system, including but not limited to the fiber, conduit, handholes, manholes, regeneration sites and other appurtenances and components("Fiber System");and WHEREAS, Licensee wishes to access and use specific fibers along a portion of the Fiber System subject to the terms and conditions set forth in this Agreement, NOW THEREFORE,in consideration of the mutual promises set forth below,the Parties hereby agree as follows: 1. License. (a) Integra Wholesale will grant to Licensee a license to use specific fibers (the "Licensed Fiber") along a specified route ("Route") as identified in one or more Licensed Fiber Addenda(each a"License"), which upon execution shall be incorporated herein and subject to the terms and conditions of this Agreement. This Agreement is subject to the terms and conditions of Integra Wholesale's Required Rights, • as defined in Section 5. (b) This Agreement, and each License executed pursuant hereto, is for the use of the Licensed Fiber only, subject to the terms and conditions herein. The Licensed Fiber will remain the sole and exclusive property of Integra Wholesale, and nothing contained herein shall be interpreted to give or convey to Licensee any property right, title or interest in such Licensed Fiber, which will at all times be and remain Integra Wholesale's personal property notwithstanding that it may be or become attached to or embedded in realty. Licensee hereby grants to Integra Wholesale the right to recover all components of the Licensed Fiber from Licensee's premises upon expiration or earlier termination of this Agreement or any License. (c) Integra Wholesale shall provide Licensee access to the Licensed Fiber at the end points identified in the applicable Licensed Fiber Addendum ("End Points") and other splice points identified by Integra Wholesale. It is the responsibility of Licensee to obtain any governmental or other authority necessary to access and use the Licensed Fiber. Except as expressly provided herein Licensee shall be responsible for obtaining any necessary optical amplifier, regeneration, junction and terminal sites along the Licensed Fiber. (d) Integra Wholesale retains the right to audit the Licensed Fiber for the purpose of monitoring Licensee's usage as it relates to the limitations,if any,set forth in the applicable Licensed Fiber Addendum. Integra Wholesale will provide a minimum of five(5)days prior written notice of such audit. Licensee and Integra Wholesale will work together to promptly schedule the audit. The audit shall generally consist of providing Integra Wholesale escorted access to such transmission equipment connected to the Licensed Fibers that is necessary for the purpose of verifying that Licensee's use of the Licensed Fiber is not exceeding the usage limitations, if any, identified in the applicable Licensed Fiber Addendum. The audit will be non-intrusive to the network and will not interrupt or otherwise inconvenience Licensee's customer. Each party will pay its own costs associated with the audit 2. Term. (a) The term of this Agreement shall begin on the Effective Date,and shall continue through the term of each License granted hereunder("Agreement Term"). Fiber License Agreement CONFIDENTIAL Page 1 of 16 (b) The term of each License granted hereunder shall begin on the Delivery Date identified in the applicable Licensed Fiber Addendum, and shall continue through the term identified in the applicable Licensed Fiber Addendum("License Term"),subject to earlier termination in accordance with the terms of this Agreement. At the expiration of the License Term,each License will continue at the same monthly rate and subject to the terms and conditions of this Agreement, until terminated by either Party by providing sixty(60)days prior written notice. 3. Consideration. (a) License Fee. Licensee shall pay to Integra Wholesale a fee in exchange for use of the Licensed Fiber in the amount, and in accordance with the payment terms identified in the applicable Licensed Fiber • Addendum ("License Fee"). The License Fee may consist of a non-recurring charge ("NRC") for installation or other preparation work to deliver the Licensed Fiber, and a monthly recurring charge ("MRC"). (b) Maintenance. Beginning on the Delivery Date of each License, Licensee shall pay a monthly recurring charge for Maintenance at the rate identified in the applicable Licensed Fiber Addendum. In addition, Licensee will reimburse all related Costs associated with damage to the Fiber System caused by the negligence or willful misconduct of Licensee,its affiliates,employees,agents,contractors or customers, except to the extent caused by the gross negligence or willful misconduct of Integra Wholesale,its affiliates, employees, contractors or agents. "Cost(s)", as used herein, means all costs incurred and computed in accordance with the established accounting procedures used by Integra Wholesale to bill third parties for reimbursable projects and generally accepted accounting principles. Such Costs include the following: (a) labor costs,including wages,salaries,and benefits together with overhead allocable to such labor costs(the overhead allocation shall not exceed thirty percent (30%) of the labor costs computed without such overhead); and (b) other direct costs and out-of-pocket expenses on a pass-though basis (such as equipment,materials,supplies, contract services, sales,use or similar taxes, etc.)plus ten percent(10%)of such costs and expenses. (c) Due Date.Unless otherwise specifically stated,Licensee will tender payment within 30 days of the date of each invoice ("Due Date"). Integra Wholesale may assess a late fee of 1 1/2% per month (not to exceed the maximum rate allowed under state law)on all amounts payable under this Agreement if not paid on the Due Date. When the Delivery Date occurs on a day other than the first day of the month, or terminates on other than the last day of the month,the charge will be determined by prorating the MRC. (d) Non-Payment. If Licensee does not make payment of all fees by the Due Date,Integra Wholesale may suspend this Agreement and Licensee's use of the Licensed Fiber after written notice to Licensee and ten(10)business days to cure all unpaid amounts.If Licensee fails to timely cure the nonpayment within the notice period,Licensee will be deemed in default of this Agreement and this Agreement shall be subject to termination in accordance with Section 14(d). (e) Payment Disputes. In the event Licensee disputes any billing by Integra Wholesale,Licensee will (a) pay all charges not disputed, and (b) notify Integra Wholesale of the dispute in writing, providing the invoice number and an explanation of the issue in dispute. No charges may be disputed more than ninety (90) days after the date such charges are invoiced. Payment will not prejudice Licensee's right to dispute charges, so long as they are disputed in the manner and within the time specified in this Section. The Parties will cooperate in good faith to resolve any such disputes within a sixty (60) day period after the dispute is submitted to Integra Wholesale. If the dispute is not resolved during this period,then either Party may seek dispute resolution in accordance with Section 15. If a disputed amount is determined to be a legitimate charge,Licensee will pay such amount within ten(10)calendar days of such determination. (f) Deposit.Without waiving any right of termination or any other rights hereunder,Integra Wholesale may require Licensee to tender a deposit,of up to two months of Licensee's aggregate MRC, to guarantee payment hereunder. Fiber License Agreement CONFIDENTIAL Page 2 of 16 4. Taxes,Fees,Surcharges and Other Governmental Impositions. (a) Any and all applicable national,federal,state,county and local taxes,fees,surcharges and all other related charges that may be imposed or levied on the Licensee or Integra Wholesale by any appropriate statute or regulation which provides the authority for the imposition of taxes, fees,surcharges and all other charges (collectively, `Taxes") with respect to the provision, or use of the Licensed Fiber will be paid by the Licensee in addition to all other fees and charges as set forth elsewhere in this Agreement. Notwithstanding the foregoing, Licensee is not responsible for the payment of any type of tax levied on Integra Wholesale based upon(a)Integra Wholesale's net profit or payroll,or(b)franchise taxes measured by Integra Wholesale's capital,capital stock or net worth. (b) Taxes include, but are not limited to, business and occupation, commercial, deaf, district, excise, franchise fee,gross receipts,high cost fund,license,lifeline assistance,low income,occupational,privilege, property, Public Utility Commission, right-of-ways, sales, telecommunications relay service, telephone assistance, universal service funding, use, utility user, value-added, 911, or other similar taxes, fees and surcharges as is or may be levied against Integra Wholesale and passed through to customer. (c) When applicable, Licensee shall furnish Integra Wholesale a valid and properly executed tax exemption/resale certificate(s) and/or an Integra Wholesale-approved statement of indemnification for any request of exemption from Taxes. Any exemption/resale certificate and/or Integra Wholesale-approved statement of indemnification shall be effective only for fees invoiced subsequent to the receipt of the exemption/resale certificate or statement of indemnification by Integra Wholesale. Integra Wholesale approval of Licensee's tax exempt status will not be unreasonably withheld or delayed. Integra Wholesale shall not bill Licensee for any Taxes covered by an Integra Wholesale-approved exemption/resale certificate or an Integra Wholesale-approved statement of indemnification. (d) If any exemption claimed is disallowed, Licensee agrees to indemnify Integra Wholesale for any and all Taxes, interest and penalties, including all legal and collection fees or any other costs that may be assessed against Integra Wholesale or Licensee by any authority or jurisdiction for which this exemption has been claimed by Licensee. (e) Licensee and Integra Wholesale agree to cooperate with each other and coordinate their mutual efforts concerning audits,or other such inquiries, filings,reports,etc.,as may relate solely to the provision, sale or use of purchases, activities or transactions arising from or under this Agreement, which may be required or initiated from or by Licensee,Integra Wholesale or any duly authorized governmental authority relating to Taxes. (t) To the extent that any payment of Taxes by Licensee is deemed by any taxing authority to constitute additional revenue that is also subject to the Tax imposed by that authority, Integra Wholesale shall"gross-up"the Tax reimbursement. The"gross-up"payment shall be an additional license fee paid to Integra Wholesale to result in Integra Wholesale receiving on an after-tax basis, (except for taxes excluded under paragraph(a)),the full agreed license fee. 5. Required Rights. (a) Integra Wholesale will exercise commercially reasonable efforts to secure the rights necessary for the installation and maintenance of the Fiber System("Required Rights").Integra Wholesale shall maintain the Required Rights and will, at its cost, exercise any renewal right thereunder, and will use commercially reasonable efforts to acquire extensions, additions and/or replacements as are necessary to cause the Required Rights to continue through the applicable License Term. (b) Notwithstanding any other provision herein to the contrary,Licensee shall be solely responsible for obtaining, at its sole cost and expense, any and all necessary franchises, authorizations or permits specifically required for Licensee's access to and use of the Licensed Fibers and Licensee's installation operation,maintenance,repair,and replacement of all Licensee equipment associated therewith. Fiber License Agreement CONFIDENTIAL Page 3 of 16 • 6. Access and Use of the Licensed Fiber. (a) Subject to and in accordance with the terms and conditions set forth in this Agreement and the Required Rights,Integra Wholesale may in its sole discretion allow Licensee to connect the Licensed Fibers to other telecommunications fiber systems or facilities at fiber distribution panels at Integra Wholesale's locations,as identified on each applicable Licensed Fiber Addendum. (b) Licensee shall not access any part of the Fiber System without the prior written consent of Integra Wholesale,and then only subject to the terms and conditions specified by Integra Wholesale. (c) Licensee warrants that its use of the Licensed Fiber shall comply with all applicable governmental codes,ordinances,laws,rules,regulations and/or restrictions. (d) Licensee shall have the right to abandon the Licensed Fiber(in which event the right to the use thereof will revert to Integra Wholesale), by providing written notice thereof to Integra Wholesale. Upon receipt of such notice, Licensee shall have no further rights with respect to the Licensed Fiber; however, such abandonment shall not reduce or otherwise affect Licensee's obligations hereunder, including the obligation to pay all applicable charges in accordance with Section 3. (e) Licensee may use the Licensed Fiber for its own purpose and for providing communication services to its customers, and.shall not sub-license any portion of the Licensed Fiber except to the extent specifically permitted by Integra Wholesale in its sole discretion. Any request by Licensee shall require the disclosure of the party to whom the sublicense is to be granted, and if Integra Wholesale decides to permit such sublicense in its sole discretion, such right to sublicense shall be limited to the party whose name has been disclosed by Licensee. Licensee's right to use and any right to sublicense the Licensed Fiber shall be outlined in the applicable Licensed Fiber Addendum. (f) Integra Wholesale acknowledges that it has no right to use the Licensed Fiber during the License Term, but shall at all times have the right to monitor Licensee's use of the fiber to ensure such use is in accordance with the terms and conditions of this Agreement. (g) Integra Wholesale shall not use the Fiber System in a way which interferes in any way with or adversely affects the use of the Licensed Fiber by Licensee. Licensee shall not use the Licensed Fiber in a way which interferes with or adversely affects the use of Integra Wholesale's Fiber System.In the event of interference caused by Licensee's Fibers or equipment, Integra Wholesale may take reasonable steps to block the interference to the extent necessary, and shall provide notice to Licensee when reasonably able. In the event Licensee is experiencing interference,Licensee will notify Integra Wholesale through a request for Non-Routine Maintenance, and Integra Wholesale will take reasonable steps to block the interference. The Parties will promptly cooperate to reestablish operation as soon as possible. (h) The Parties agree to cooperate with and support each other in complying with any requirements applicable to the Fiber System by any governmental or regulatory agency or authority. The Parties agree to execute such further instruments as may be necessary or appropriate to carry out the intent of this Agreement. (i) Licensee shall not cause or permit any part of the Fiber System to become subject to any mechanic's, materialman's, or vendor's lien, or any similar lien. Integra Wholesale shall not cause or permit any of Licensee's rights under this Agreement to become subject to any mechanic's,materialman's, or vendor's lien, or any similar lien. If a Party breaches its obligations under this Section, it shall immediately notify the other Party in writing, shall promptly cause such lien to be discharged and released of record without cost to the other Party,and shall indemnify the other Party against all Costs and expenses (including reasonable attorneys' fees and court costs at trial and on appeal) incurred in discharging and releasing such lien. Fiber License Agreement CONFIDENTIAL Page 4 of 16 7. Maintenance. (a) Integra Wholesale shall maintain the structural aspects of Licensed Fiber in good operating condition, utilizing sound engineering practices and in accordance with Exhibit A, throughout the Agreement Term. In the event the Licensed Fiber fails at any time to meet the specifications outlined in Exhibit B, Integra Wholesale shall endeavor to restore the Licensed Fiber to meet the specification standards in as timely and expedited a manner as reasonably possible. (b) Integra Wholesale may subcontract for testing, maintenance, repair, restoration, relocation, or other operational and technical services it is obligated to provide hereunder or may have the underlying facility owner or its contractor perform such obligations. All maintenance which is required to be provided by a facility owner or its contractor is subject to such facility owner's terms and conditions which are part of Integra Wholesale's Required Rights. (c) Licensee shall promptly notify Integra Wholesale of any matters pertaining to any damage or impending damage to or loss of the use of the Fiber System that are known to it and that could reasonably be expected to adversely affect the Fiber System. Integra Wholesale shall promptly notify Licensee of any matters pertaining to any damage or impending damage to or loss of the Licensed Fibers and/or the Fiber System that are known to it and that could reasonably be expected to adversely affect the Licensed Fibers and/or Licensee's use thereof. 8. Relocation. (a) The Integra Wholesale shall give the Licensee sixty (60) days prior notice of any relocation, if possible, and shall then proceed with such relocation, including,but not limited to,determining the extent of, the timing of, and methods to use for such relocation;provided that any relocation shall be constructed and tested in accordance with the requirements set forth herein. (b) If for any reason,Integra Wholesale is required by a third party with legal authority to so require (including,without limitation,the grantor of a Required Right or a party exercising condemnation authority) to relocate the Licensed Fiber,Licensee shall reimburse the Integra Wholesale for all Costs associated with relocation of the Licensed Fibers(pro rated based on the total number of fibers within the relocated portion of the route),including,without limitation,fiber acquisition,splicing and testing. (c) If Integra Wholesale relocates the Fiber System at the sole option of the Integra Wholesale, or because the Integra Wholesale does not have the Required Rights necessary for a portion of the Fiber System(but failure to have such necessary Required Rights does not constitute any breach of any warranty or the inaccuracy of any representation of the Integra Wholesale set forth in this Agreement), then Integra Wholesale is responsible for all costs associated with relocation of the Fiber System including, without limitation,fiber acquisition,splicing and testing of the Licensed Fiber. (d) If Integra Wholesale relocates Licensed Fiber and/or any part of the Fiber System as a result of an act or omission of Licensee, or at the request of Licensee, Licensee shall pay for such relocation at Cost plus 15%. 9. Warranty. (a) Integra Wholesale warrants and represents that the Licensed Fiber shall have been designed, engineered, installed and constructed in accordance with all applicable building, construction and safety codes for such construction and installation, as well as any and all other applicable governmental laws, codes,ordinances,statutes and regulations;and the fiber manufacturers'specifications. (b) Integra Wholesale shall maintain the Fiber System in good operating condition for normal use as contemplated by the manufacturers,and in accordance with the specifications outlined in Exhibits A and B. Fiber License Agreement CONFIDENTIAL Page 5 of 16 (c) INTEGRA WHOLESALE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY BEYOND THE MANUFACTURERS WARRANTY AS TO THE FITNESS OF ANY MATERIALS, EQUIPMENT OR ANY OTHER PART OR ALL OF THE LICENSED FIBERS, CONSTRUCTED OR TO BE CONSTRUCTED. THE WARRANTIES AND REMEDIES SET FORTH ABOVE CONSTITUTE THE ONLY WARRANTIES AND REMEDIES WITH RESPECT TO THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. 10. Indemnification. (a) Licensee shall indemnify and hold harmless Integra Wholesale, its employees, officers, directors, subcontractors and agents from and against all liability, loss, cost, damage, expense or cause of action of any nature whatsoever together with expenses (including reasonable attorneys fees and court costs through appeal) to the extent caused by or resulting from the acts or omissions of Licensee, its employees, subcontractors or agents. In addition to the foregoing indemnities, with respect to third parties that use services provided over the Licensed Fibers, Licensee shall defend, indemnify and hold harmless Integra Wholesale, its employees, officers, directors, subcontractors and agents against any and all claims by such third parties for damages arising or resulting from any defect in or failure of the Licensed Fibers or the Fiber System. (b) Integra Wholesale shall indemnify and hold harmless Licensee, its employees, officers, directors, subcontractors and agents from and against all liability, loss, cost, damage, expense or cause of action of any nature whatsoever together with expenses(including reasonable attorneys fees and court costs through appeal)to the extent caused by or resulting from the acts or omissions of Integra Wholesale,its employees, subcontractors or agents. (c) If any claim arises,the Party against whom such claim is made shall immediately upon learning of such claim,notify the indemnifying Party. The indemnifying Party may settle or compromise such claim or retain counsel of its own choosing and control and prosecute the defense. In no event shall the Party against whom the claim is asserted have the right to pay, settle or compromise such claim without the prior written consent of the Party who may be obligated for such indemnity. The Parties agree that they will not unreasonably withhold their consent to any such payment,settlement or compromise. (d) The provisions of this Section shall survive the termination of this Agreement. 11. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS, OR HARM TO BUSINESS. EACH PARTY HEREBY RELEASES THE OTHER PARTY, as SUBSIDIARIES AND Alt ILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES,AND AGENTS,FROM ANY SUCH CLAIM. 12. Waiver of Liens. Licensee shall keep the Fiber System free of any liens that may be created or which may attach as the result • of the acts or omissions of Licensee, its employees, subcontractors or agents. If a lien is filed, Licensee shall remove such lien within ten (10) days of filing, and shall indemnify and hold harmless Integra Wholesale and Licensee from any and all Costs to remove such lien including but not limited to reasonable attorneys fees through appeal. Fiber License Agreement CONFIDENTIAL Page 6 of 16 13. Insurance. (a) During the Agreement Term,the Parties shall maintain not less than the following insurance: Type of Coverage Amount of Coverage Worker's Compensation Insurance Statutory Amount Employer's Liability Occupational Disease and $1 million each accident Bodily Injury Insurance $1 million disease each employee $1 million disease-policy limit Commercial General Liability Insurance, combined single limit personal injury and property $1 million per occurrence damage on an occurrence policy form Automobile Liability Insurance for owned,hired $2 million combined single limit bodily and non-owned autos injury/property damage The limits set forth above are minimum limits and will not be construed to limit Licensee's liability. (b) The comprehensive general liability policies and umbrella excess liability policies of each Party shall contain a provision naming the other Party, its parent, subsidiaries and affiliates, and each of its respective officers,directors,employees as Additional Insured. (c) Prior to commencement of any work pursuant to this Agreement, each Party must furnish to the other Party applicable certificates of insurance identifying the certificate holder as Additional Insured in accordance with subsection (b), and stating that the insurer will endeavor to notify Integra Wholesale at least 30 days prior to cancellation of,or any material change in,the coverage provided. 14. Default and Termination. (a) Unless otherwise provided herein, a Party shall be in default if (i) a petition under any of the bankruptcy laws is filed by or against such Party; (ii) such Party becomes insolvent; (iii) such Party discontinues or abandons the operation of the Fiber System or Licensed Fiber,as applicable;(iv) such Party breaches any term or provision of this Agreement; (v)such Party makes a general assignment for the benefit of creditors;or(vi)a receiver,whether temporary or permanent,is appointed for the property of such Party or any part thereof. (b) In the event of a default, the non-defaulting party must provide written notice of such default including reasonable detail, and an opportunity to cure the default within thirty (30) days after receipt of such notice, except for a payment default which must be cured in accordance with Section 3(d). Notwithstanding,when a default(unrelated to payment)cannot reasonably be cured within such thirty(30) day period, the time for curing such default shall be extended for a period no longer than sixty(60) days from the date of the receipt of the default notice if the Party proceeds promptly to cure the default with due diligence. (c) Upon the failure by the defaulting Party to cure any default in accordance with Section 14(b), the non-defaulting Party may (i) take such action as it determines, in its sole discretion, to be necessary to correct the default, and (ii) pursue any legal remedies it may have under applicable law or principles of equity relating to such breach. Notwithstanding the above, if the defaulting Party certifies to the non- defaulting Party in writing that a default has been cured, such default shall be deemed to be cured unless the non-defaulting Party notifies the defaulting Party in writing within fifteen (15) days of receipt of the defaulting Party's certification of cure. (d) In the event of a payment default which has not been cured in accordance with Section 3(d), Fiber License Agreement CONFIDENTIAL Page 7 of 16 Integra Wholesale may terminate Licensee's use of the Licensed Fibers, without further notice and by whatever means Integra Wholesale deems appropriate. Notwithstanding the foregoing, no termination of this Agreement shall affect the rights or obligations of any Party hereto with respect to any payment hereunder for services rendered prior to the date of termination. (e) If any License is terminated for Licensee's default,then Licensee shall pay Integra Wholesale any unpaid amounts through the date of termination, and the associated MRC through the remainder of the License Term. (f) Upon termination,Licensee will promptly disconnect and remove the Licensee equipment in a neat and orderly manner, and repair all damage caused by such removal at Licensee's sole expense, excluding normal wear and tear. In the event Licensee does not remove the Licensee equipment from any Integra Wholesale location within thirty(30)days of termination,Integra Wholesale shall have the right to remove and store the same at Licensee's cost. Licensee will reimburse Integra Wholesale all Costs incurred as a result of removing, storing and disposing the Licensee equipment and repairing the Fiber System within thirty (30) days after receipt of Integra Wholesale's invoice therefore. If within thirty (30) days after termination,Licensee pays all amounts due pursuant to the Agreement and reimburses Integra Wholesale all Costs associated with removal and storage of Licensee's equipment, Licensee may take possession of the stored Licensee equipment. If Licensee fails to make such a payment, the Licensee equipment will be deemed abandoned and Integra Wholesale may dispose of it at Integra Wholesale's sole discretion. (g) Notwithstanding the provisions of this Section, the expiration or termination of this Agreement shall not affect the rights or obligations of either Party hereto with respect to any payment for services rendered prior to the date of termination, or pursuant to the Sections of this Agreement entitled Indemnification, Limitation of Liability, Insurance, Taxes, and Confidentiality with respect to matters or claims arising or accruing prior to expiration or termination hereof, or pursuant to any other provisions of this Agreement that,by their sense and context,are intended to survive termination of this Agreement. 15. Dispute Resolution. Except as otherwise specifically provided in or permitted by this Agreement, all disputes, differences of opinion or controversies arising in connection with this Agreement shall first be resolved through good faith negotiation to arrive at an agreeable resolution. If,after negotiating in good faith for a period of ninety(90) calendar days, or any agreed further period, the Parties are unable to resolve the dispute, then the Parties may seek resolution by exercising any rights or remedies available to either Party at law or in equity. 16. Governing Laws. The terms and provisions of this Agreement shall be interpreted in accordance with and governed by the laws of the State of Washington. 17. Relationship of the Parties. The relationship between the Parties shall not be that of partners, agents or joint venturers for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including, but not limited to federal income tax purposes. In performing any of their obligations hereunder, the Parties shall be independent contractors or independent Parties and shall discharge their contractual obligations at their own risk. • 18. Notices. Any notice hereunder shall be in writing and shall be delivered by personal service or by United States certified or registered mail,with postage prepaid,or by facsimile addressed as follows: Integra'Wholesale at: Licensee at: Fiber License Agreement CONFIDENTIAL Page 8 of 16 Electric Lightwave,LLC Cir� or 444e Valleg Attn:General Counsel Atm: utns oinbfldr 1201 NE Lloyd Blvd.,Ste 500 117t774prQnae Avenue,Sae /06 Portland,Oregon 97232 -okane. Va.Uey, LIR 4Rzo6 fax no.(503)453-8221 fax n0.509-9,21-1008 Either Party,by similar written notice,may change the address to which notices shall be sent. 19. Waiver. No failure,forbearance,neglect,or delay by either Party in regard to enforcing this Agreement or exercising any rights contained in this Agreement shall affect or limit such Party's right to strictly enforce same, and shall not constitute or be implied as a waiver of any right to enforce same in the future. 20. Assignment. Except as provided below, Licensee may not assign or otherwise transfer this Agreement or its rights or obligations hereunder without the prior written consent of Integra Wholesale, which consent will not be unreasonably withheld,conditioned or delayed. Both Parties shall have the right, without the other Party's consent, to assign or otherwise transfer this Agreement as collateral to any lender, or to any parent, subsidiary or affiliate of itself or any corporation into which it may be merged or consolidated or which purchases all or substantially all of its assets;provided,however, that any such assignment or transfer shall be subject to the other Party's rights under this Agreement and any assignee or tranferee shall continue to perform the assigning Party's obligations to the other Party under the terms and conditions of this Agreement. 21. Force Majeure. Neither Party shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations under this Agreement by reason of severe weather and storms, earthquakes or other natural occurrences, strikes or other labor unrest, power failures, nuclear or other civil or military emergencies, acts of legislative,judicial,executive or administrative authorities,or any other circumstances which are not within its reasonable control. 22. Confidentiality. The Parties understand and agree that the terms and conditions of this Agreement and all documents referenced herein, communications between the Parties regarding this Agreement or the subject of this Agreement, as well as any financial or business information of either Party are confidential ("Confidential Information"). Such Confidential Information shall not be disclosed by either Party to any individual other than the directors, officers and employees of such Party or agents of such Party who have specifically agreed to nondisclosure of the terms and conditions hereof. However, neither Party shall be required to keep confidential any information that(i)becomes publicly available other than through the receiving Party; (ii) is required to be disclosed pursuant to a governmental or judicial rule, order or regulation; (iii) the recipient of the Confidential Information independently develops; (iv) becomes available to the disclosing Party without restriction from the third Party;or(v)is required by its lender and is given to such lender on a confidential basis. 23. Entire Agreement. This Agreement supersedes any and all other agreements and representations respecting the Licensed Fiber and contains all the terms, conditions and obligations of the Parties with respect to the grant of each License. This Agreement may only be amended or modified in a writing signed by both Parties. If any Fiber License Agreement CONFIDENTIAL Page 9 of 16 provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the Parties hereto set their hands: ELECTRIC LIGHTWAVE,LLC. City of Spokane Valley d/b/a Integra Wholesale L. By: if" G— By: /L__1/ Printed Name: til)RTf-F-A 7r ) Printed Name: i' t 1LE JY4Gkb0rl Title: V P (T c-3 Title: C I T Y M vf.i AGSM Date: ) / a 91 z b / 7i Date: rEBaV 421 ix/� ZO 1 7' EXHIBIT A MAINTENANCE AND OPERATIONS SPECIFICATIONS AND PROCEDURES 1. Defined Terms a. `Routine Maintenance" is all preventive maintenance activities, upgrades and repairs, including but not limited to those activities outlined in this Exhibit. b. "Non-Routine Maintenance"is all efforts and activities in response to an emergency circumstance which requires restoration. 2. General a. Integra Wholesale shall operate and maintain a Network Control and Management Center (NCAM)staffed twenty-four(24)hours a day,(7)seven days a week,by trained and qualified personnel,at 1-800-622-4354. Integra Wholesale shall maintain a toll-free number to contact personnel at NCAM. Integra Wholesale's NCAM personnel shall dispatch maintenance and repair personnel along the Fiber System to handle and repair problems detected through the NCAM's remote surveillance equipment,by the Licensee,or otherwise. b. Integra Wholesale's maintenance employees shall be available for dispatch twenty-four(24) hours a day, seven(7)days a week. Integra Wholesale shall use best commercially reasonable efforts to have its first maintenance employee at the site requiring an emergency maintenance activity within twelve(12)hours from the time alarm identified by Integra Wholesale's NCAM or notification by Licensee,whichever occurs first. c. Licensee shall utilize the Operations Escalation List provided by Integra Wholesale,to report and seek immediate initial redress of exceptions noted in the performance of Integra Wholesale in meeting maintenance service objectives. Integra Wholesale may update the Operations Escalation List from time to time. Fiber License Agreement CONFIDENTIAL Page 10 of 16 d. Integra Wholesale shall take workmanlike care to prevent impairment to the signal continuity and performance of the Licensed Fiber. The precautions to be taken by Integra Wholesale shall include notification to Licensee. In addition,Integra Wholesale shall reasonably cooperate with Licensee in sharing information and analyzing the disturbances regarding the Licensed Fiber and/or Fiber System. e. Integra Wholesale shall use its best effort to notify Licensee seven(7)days prior to the date of any planned non-emergency maintenance activity. In the event that a Integra Wholesale planned activity is canceled or delayed for any reason as previously notified,Integra Wholesale shall notify Licensee at Integra Wholesale's earliest opportunity and will comply with the provisions of the previous sentence to reschedule any delayed activity. f. Non-emergency work that is reasonably expected to produce any signal discontinuity must be coordinated between the Parties, and performed in accordance with Scheduled Maintenance Procedures, using the form provided in Section 5 of this Exhibit."Scheduled Maintenance Procedures"or"SMP"means a pre-arranged period of time reserved for performing certain work on Integra Wholesale's Fiber System that may impact communication services. Generally, SMP will be restricted to a Saturday, Sunday and weekdays after midnight and before 6:00 a.m.,local time. Major Fiber System work such as fiber rolls and hot cuts will also be scheduled utilizing SMP. g. Integra Wholesale shall have qualified representatives on site at any time another company is crossing the Fiber System or digging within four (4) feet of buried facilities. Integra Wholesale shall maintain all signposts along the Route with the number of the"call before you dig"organization. h. Integra Wholesale shall maintain the Licensed Fiber in a manner that permits normal operation of • the equipment associated with the Licensed Fiber. Such maintenance includes, but is not limited to, landscaping,weed control,fence repair,smoke detectors,air conditioning,power and trash removal. 3. Facilities a. Integra Wholesale shall maintain the Licensed Fiber in a manner that permits normal operation of the Licensed Fibers. b. Integra Wholesale shall perform appropriate Routine Maintenance on the Fiber System in accordance with Integra Wholesale's then current preventive maintenance procedures that shall not substantially deviate from industry practice and shall be responsible for correcting dysfunction. 4. Fiber System. a. Integra Wholesale shall maintain the Fiber System in good and operable condition and shall repair the fiber in workmanlike manner. b. Integra Wholesale shall patrol the Fiber System on a reasonable,routine basis and shall perform all required locates. Integra Wholesale shall have qualified representatives on site at any time another company is crossing the Fiber System or digging within four(4) feet of the fiber or, if aerial, use attached escalation list to notify utility provider. Integra Wholesale shall perform appropriate routine maintenance on the Fiber System in accordance with Integra Wholesale's then current preventative maintenance procedures. Integra Wholesale's maintenance procedures shall not substantially deviate from industry practice. 5. Restoration a. When restoring a cut fiber, the Parties agree to work together to restore all traffic as quickly as possible. Integra Wholesale, immediately upon arriving on the site of the cut, shall determine the best course of action to be taken to restore the fiber and shall begin restoration efforts. Fiber License Agreement CONFIDENTIAL Page 11 of 16 • b. It will be the responsibility of Integra Wholesale and Licensee to report to one another respectively of any known environmental hazards which would restrict or jeopardize any maintenance work activities in shelters or right of ways areas of operations c. Upon notification of interruption of fiber service,disrepair,impairment or other need for repair or restoration of the Licensed Fiber and the location of the damaged Licensed Fiber,Integra Wholesale shall pursue commercially reasonable efforts to mobilize technicians to achieve necessary repair or restoration, including, but without limitation, to have maintenance personnel at the affected site within four(4) hours after receipt of such notice with the required restoration material and equipment. In the event that Licensee's use of the Licensed Fiber is interrupted due to the occurrence of a Force Majeure event the non- performing Party will contact the other Party and repairs and restoration will be made as expeditiously as possible. d. The requirement for detection of the fault location is "as exact as possible"utilizing test records, fiber documentation,GPS coordinates and OTDR test results of the affected Licensed Fiber. Subject to the priorities described above in the event that Licensee's use of the Licensed Fiber is interrupted due to an occurrence of a force majeure event, repairs and restoration shall be made as expeditiously as possible. Licensee recognizes that the twelve (12) hour response time represents optimal conditions, and may be impossible to achieve when emergency restoration of Fiber System integrity is required or when responding to certain remote locations. Actual response times will be influenced by such factors as terrain, weather conditions present at the time the request is made,and the actual mileage from Integra Wholesale's dispatch station to the fault site. e. For purposes of this section,"commercially reasonable efforts"means activities and performances consistent with prudent utility practice, existing contract provisions for Integra Wholesale hourly employees, preserving Fiber System integrity, and response times that do not jeopardize the health and safety of the employees and agents of Integra Wholesale and Licensee. f. Integra Wholesale maintenance employees shall be responsible for correcting or repairing fiber discontinuity or damage, including,but not limited to,the emergency repair of the Licensed Fibers. Integra Wholesale shall use reasonable efforts to repair Licensed Fiber's traffic-affecting discontinuity within eight (8)hours after learning of the discontinuity or the service affecting situation. g. Integra Wholesale shall maintain sufficient capability to teleconference with Licensee during an emergency repair in order to provide continuous communication. Restoration of open fibers on fiber strands not immediately required for service,the repair shall be scheduled for the next available SMP. 5. Scheduled Maintenance Procedures Request Form: The following SMP Request form will be used by Licensee to request maintenance activities related to the Licensed Fiber,and by Integra Wholesale to notify Licensee of a planned maintenance activity which may impact the Licensed Fiber. 6. Licensee shall be responsible for paying Integra Wholesale's standard maintenance fees for any calls to Integra Wholesale for maintenance issues related to the Licensed Fiber that Integra Wholesale later confirms as resulting from another source other than functionality of the fibers. ---SMP Form is included on following page--- Remainder of this page intentionally left blank. Fiber License Agreement CONFIDENTIAL Page 12 of 16 Scheduled Maintenance Procedure Form { NOC NCAM OSP DPG Data NCAM Field Ops SW Eng Data Eng Common Originator: Phone#: Date Originated: Responsible Party: Phone#: Cell/Pager#: Additional Vendor Phone: Contact Info: Maintenance Spans affected: Job Locations: City: State: Brief Job Description: NCAM Technician Assigned: #Technicians Assigned: Where?: Telephone Bridge#: *************ACTIVITY CLASSIFICATION************* Date requested: Time: Expected Duration of SMP Activity: MTCE Window: Customer Notification required?Yes or No Reason? Circuit Level: Circuits and/or Customer(s)affected by work: Circuit Customer Contact Phone If expected outage is>50 mS switch hit,expected outage duration is: ***************APPROVALS*************** NCAM Supervisor: Date: Time: NOC Supervisor: Date: Time: Hub Supervisor: Date: Time: (NCAM and/or NOC Supervisors signature is required on all SMP's, following list of personnel are to be utilized on a as needed or as requested basis pertaining to written procedure.) DPG Supervisor: Date: Time: VP's Signature: Date: Time: Directors Signature: Date: Time: Fiber License Agreement CONFIDENTIAL Page 13 of 16 SSC Supervisor: Date: Time: **********PRE SMP ACTIVITIES********** Confirmed status of existing circuit. Complete Pre Testing on add portion of circuit. Time/Date of SMP coordinated with LEC/IXC,Field offices and SSC as required. Enter circuit into CII)Manager. Other Existing Splice point Number of Poles Handhole or Manhole Number of splices Other Other THE NCAM IS IN CHARGE OF THE ACTIVITIES THAT AFFECT THE Integra Wholesale NETWORK. ANY FINAL DECISIONS ASSOCIATED WITH THIS SMP SHALL BE MADE BY THE NCAM. THE NCAM WILL NOT RELEASE ANY PARTIES UNTIL THE FINAL STEP OF THE SMP(VERIFICATION OF TRAFFIC RESTORAL AND NO ALARMS PRESENT)IS COMPLETE. ********JOB SPECIFIC ACTIVITY******** Notify the NCAM at the start and upon completion of the SMP. (800 622-4354) See attached documentation for specific circuit or splicing information. **********POST SMP ACTIVITY********** Confirmed the circuit is in service with no alarms on the new path. Notify the NCAM when SMP is finished. Splicer will provide Integra Wholesale with"as builts"of all changes reflected in this SMP. ****************CONTINGENCY****************e: IF A CIRCUIT DOES NOT RETURN TO NORMAL OPERATION WITHIN A REASONABLE AMOUNT OF TIME(MAX. 15 MIN.), THE CIRCUIT WILL BE RESTORED TO THE ORIGINAL CONDITION/ROUTE. *****THIS CONCLUDES THIS SMP***** Originator: Department Fiber License Agreement CONFIDENTIAL Page 14 of 16 EXHIBIT B FIBER SPLICING AND TESTING STANDARDS AND PROCEDURES Integra Wholesale will perform all tests and meet the standards identified in this Exhibit. 1. Fiber and Connector Standards 1.1 Connector Standards The loss value of any pigtail connector and any associated fiber jumper or pigtail with matching not field diameters will n t exceed .5dB at 1550 nm. The loss value of a connector and its associated jumper with mismatched mode field diameters should not exceed.8 dB. 1.2 Field Splice Standards The objective for each splice is an averaged loss value of 0.1 dB or less when measured bi- directionally with an OTDR at 1550 nm. In the event of damage and subsequent restoration of the Fibers,commercially reasonable efforts will be made to restore the Fibers to this standard. If after 3 restoration splicing attempts,Integra Wholesale is not able to produce a loss value of 0.1 dB or less bi-directionally at 1550 nm,then 0.5 dB or less bi-directionally at 1550 nm will be acceptable. Fibers not meeting the 0.1 dB or less specification will be identified as Out Of Specification (00S). Documentation of the three attempts(reburns)to bring the 00S fiber within specification will be provided. 1.3 Span Loss It is Integra Wholesale's responsibility to insure proper continuity of all fibers at the fiber level,not just the pigtail level. Any "frogs" or fibers that cross in the route will be remedied by Integra Wholesale. The following span loss calculation will be used: (A*L)+(0.1 *N)+C=Acceptable Span Loss A=Attenuation per KM at 1550 nm L=Optical length of cable measured in kilometers(from OTDR Trace) N=Number of splices in a span C=Connector loss. The connector loss will not exceed .5dB. The section test will have(2)pigtail connectors/splices under test,so 1.0dB will be allowed for this loss. 2. Naming of Traces OTDR traces taken for bi-directional testing,and the OTDR traces of the pigtail splice must be recorded on floppy diskette and provided to Licensee. To name the traces,each Party will provide alpha abbreviations for the sites. The 8-character file name plus 3-character file extension name should follow this example: First four letters=source point Letters 5,6,7=Destination point 8th letter=wavelength Extension=fiber number Examples: Springfield to Lebanon at 1550 nm,fiber 96=sgfdlbn5.096 • Springfield to Monett pigtail trace on fiber 1 =sgfdmntp.001 Fiber License Agreement CONFIDENTIAL Page 15 of 16 >NOTE: ALL HEADER INFORMATION ON OTDR TRACE MUST BE COMPLETED. 3. Test Packages Integra Wholesale shall provide a package containing the following test data for each fiber. All data provided should be saved on diskette. A. OTDR span traces taken at 1550 nm. B. An Excel spreadsheet containing the power meter and light source data for both directions at 1550 nm. Should also include the average for each fiber. C. A document identifying splice points with OOS test results. Should also include documentation supporting the three reburn attempts. Fiber License Agreement CONFIDENTIAL Page 16 of 16 LICENSED FIBER ADDENDUM NO. 1 To the Fiber License Agreement by and between Electric Lightwave,LLC ("Licensor")and City of Spokane Valley,(Licensee)dated 7ilarcA'2 V ,2014. 1. Licensor hereby grants to Licensee the right to use the following fiber(s)on Licensor's network, as further identified herein,pursuant to the terms of the Agreement("Licensed Fiber"). • No.of Fibers: 2 Strands(1 Fiber Pair) End Points: 404 NN Havana St, Spokane,WA 99206 6815 E Trent Ave,Spokane,WA 99212 Route Description: A non-diverse route connecting the End Point locations,as depicted in the route drawing. Route Drawing: See Attachment A to this Licensed Fiber Addendum No. 1 Delivery Date: To Be Determined License Term: This Addendum shall be Effective upon signature by Licensor. The term of the Licensed Fiber shall begin as of Match 4f,2014, or upon Licensor's notice to Licensee that the Licensed Fiber is ready for use, and shall continue for a period of ten(10) years. Thereafter,this Agreement and the License hereunder shall automatically renew for three(3) successive terms of 1 (one) years each unless terminated as provided in the Agreement. License Fee: $ 81.40 Recurring Monthly Charge NRC $ 52,028.00 Maintenance: $ 0 Collocation Rates: N/A 2. This Addendum and the Agreement set forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings relating to the Licensed Fiber identified herein. ELECTRIC LIGHTWAVE,LLC City of Spokane Valley By: By: ![/Ll • Printed Name: h RR-'Y1-1l 1—(1-77%- Printed Name: I eK-Kso nl Title: V Title: C T1 M 440.46&a. Date: 3/L Loy/ Date: reaava 1 '-1 to I '/ Fiber License Agreement CONFIDENTIAL Page 17 of 16 ATTACHMENT A To Licensed Fiber Addendum No. 1 Fiber License Agreement CONFIDENTIAL Page 18 of 16 \:\ i F i PI 0 il ill \-.\ k o ! pt• k,,,,.., .p- .,.. i ,. -4 , , \ 0, -,. . 4 ,.,, . ... 4.,_ ) I \-,,,::,„ 1::,--:.,,,,..,, . 0 e ,... _.„, II_ t 1 ,. t i I \\‘‘• •<;R; .• 4 6Hur ary118 '4c K( .,i t. •s e 1 Kb.. \\•\. \' l .. .) 1 `tir „ �\:•\,, ' is s� ii(feraliyRo fi K t 0', ii., ! It \\\ qse:--oeyIto p. , sa \ ' 1, I\ • H Hanaekd 9 4�'�� 1 Itt\ \ i 1\ i y'+w✓ ` 41 •n •\‘ Z . V... ro I it S era. g f` Y4 RI Aa*P,Q IJ 3 0 \t m E . m 4tete Ra ' o 'F • g In 1 NI o L E 14"s I g Ip 1 .actvn.,, _ \ - .' s I Z a a . i n I t' 'S I ? o i S n I ra H 6oRar kA : 1 e �j I L BA �S' • 1 y ..'.,�.k L$r' r",r;; 1, 4\\V�f j1 i`-Aj H thisnwn Rd s-`-•-`•\ti t s -i---4 bs 1 " itOA O RY .,...r,, \1f � .� 1 v. ',it G..!4•:' \v4 ti Pi Is, ( +. 01 K :`�`' t .\,:_':. ..ice .. c ice' N ----1 . DATE(MM/DD/YYYY) AC 3RO CERTIFICATE OF LIABILITY INSURANCE 01/14/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT McGriff,Seibels&Williams of Oregon PHONEFAX 1800 SW First Avenue,Suite 400 (AIC,No,Ext): 503-943-6621 (AIC,No):503-943-6622 Portland,OR 97201 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A Atlantic Specialty Insurance Company 27154 INSURED INSURER B: Electric Lightwave,LLC- 18110 SE 34th Street INSURER C: Vancouver,WA 98683 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:DYMD2MBM REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR INSD W /Y VD POLICY NUMBER (MMIDD/YYYY) (MMIDDYYY) i A X COMMERCIAL GENERAL LIABILITY 711-00-91-49-0009 12115/2015 12/15/2016 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PREM SES(Ea occurrence) $DAMAGE TO RENTED 500,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- JECT OTHER: $ A AUTOMOBILE LIABILITY 711-00-91-49-0009 12/15/2015 12/15/2016 COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $X ANY AUTOBODILY INJURY(Per person) $ ALL OWNEDSCHEDULEDBODILY INJURY(Per accident) $ AUTOS AUTOSNON-OWNEDPROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident)!:i $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ i EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION 406-01-54-40-0009 12/15/2015 12/15/2016 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 1 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ $ 1 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Certificate Holder is named as an Additional Insured as respects the ongoing operations of the Named Insured with respects to General and Auto Liability coverage where required by written and signed contract subject to policy terms,conditions,limits and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley AUTHORIZED REPRESENTATIVE 47*11707 E.Sprague Ave.,Suite 106 ..„A ! Spokane Valley,WA 99206 Page 1 of 1 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD