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16-105.02 Ogden, Murphy & Wallace: Mobilitie Franchise Legal Review 14,- 105.0 Sth OFFICE OF THE CITY ATTORNEY CARY P. DRISKELL- CITY ATTORNEY ERIK J. LAMB- DEPUTY CITY ATTORNEY 4000%'lel° 11707 East Sprague Ave., Suite 103 • Spokane Valley, WA 99206 509.720.5105• Fax: 509.688.0299♦ cityattomey@spokanevalley.org May 5, 2017 W. Scott Snyder Ogden Murphy Wallace, P.L.L.C. 901 Fifth Avenue, Suite 3500 Seattle,WA 98164-2008 Re: Mobilitie/ROW Legal Advice Consortium Contract Extension Dear Scott: The City executed an Agreement with=Ogden Murphy Wallace to analyze, draft and negotiate Mobilitie's (and other cell providers) request for proposed build-out of their facilities and placement of poles within the rights-of-way for a wireless backhaul service. The original Agreement states that the contract shall expire on June 1, 2017, unless extended in writing by the parties. As the negotiations on behalf of the consortium with Mobilitie are ongoing, the City wishes to extend their participation in the consortium to expire on October 1, 2017. The fees associated with consortium representation are as follows: $450/hour for W. Scott Snyder $400/hour for Elana Zana $300/hour for Daniel Kenny The fees associated with representation specific to the City are as follows: $320/hour for W. Scott Snyder $270/hour for Elana Zana $205/hour for Daniel Kenny All of the other provisions contained in the original Agreement and Amendment No. 01 which states the full list of all member cities shall remain in place and remain unchanged in exercising this extension. If you are in agreement with exercising this extension, please sign below to acknowledge the receipt and concurrence to perform the services. Please return two copies to the City for execution, along with current insurance information. A fully executed original copy will be mailed to you for your files. CITY OF SPOKANE VALLEY OGDEN MURPHY WALLACE,P.L.L.C. WVAL 0-S 6--/-/2 ---1 , -• i 6/(A,-- , (1444 Or , - Mark Calhoun, City Manager N c / Tit"' . , ATTEST: (I gs - + /NA / �c l _ Christine Bainbridge, City Clerk APPROVEDAS TO FORM: , O e the deilOomey A CERTIFICATE OF LIABILITY INSURANCE DA05/31/2017 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 NAME: Parker,Smith&Feek,Inc. (NCC.Nr o.En):425-709-3600 A/c No),425-709-7460 2233 112th Avenue NE E-MAIL Bellevue,WA 98004 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: National Fire Ins.Hartford INSURED INSURER B: Axis Surplus Insurance Company Ogden Murphy Wallace P.L.L.C. 901 5th Avenue Suite 3500 INSURER C: Seattle,WA 98164 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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. ILCY EFF POLICY EXP TR TYPE OF INSURANCE INSR SWVD POLICY NUMBER (UBR MM/DD//YYYY) (MM/DDIYYYY) LIMITS A GENERAL LIABILITY 6021110700 6/1/2017 6/1/2018 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED 300,000 X COMMERCIAL GENERAL LIABILITY X PREMISES(Ea occurrence) $ _ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES� PER PRODUCTS-COMP/OP AGG $ 4,000,000 781:-1 POLICY n 15 I LOC $ A AUTOMOBILELIABILITY 6021110700 6/1/2017 6/1/2018 (E°aacdeD)INGLELIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS _ AUTOS — X HIRED AUTOS X AUTO-0WNED (Per t)DAMAGE $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION 6021110700 WC STATU- X OTH- A AND EMPLOYERS'LIABILITYYN 6/1/2017 6/1/2018 TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE n ..WA Stop Gap E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Lawyers Professional Liability EGN760570012017 6/1/2017 6/1/2018 10,000,000 Each Claim 10,000,000 Policy Agg DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Mobilitie consortium. City of Spokane Valley is an additional insured and coverage is primary and non-contributory on the general liability policy per the attached endorsements/forms. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Susan Bullock 11707 E Sprague Ave,Suite 103 AUTHORIZED REPRESENTATIVE Spokane Valley,WA 99206 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD CNA s (Ed. 06/1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE VORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED—BLANKET VENDORS own acts or omission or those of its employees or anyone else acting on its WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to: to below as vendor) with whom you agreed, because of a written contract or agreement to provide (1) The exceptions contained in insurance, but only With respect to "bodily injury" or Subparagraphs d.ort;or "property damage"arising out Of"your products"Which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course Of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally uhdertakes to make in exclusions: the usual course of business, ih 1. Theinsuranee afforded the vendor does not apply connection with the distribution or sale of to: the products. a. "Bodily injury"or"property damage"for which 2. This insurance dogs not apply to any insured the vendor is Obligated,to pay damages by person or organization, from whom you have reason of the assumption of liability in a acquired such products, or any ingredient, part or contract or agreement. This e2Clusioh does container, entering 'into, accompanying or not apply to liability for damages that the containing such products. vendor would have in the absence of the 3. This provision 2: does not apply to any vendor .contract or agreement; included as an insured by an endorsement issued b. ;Any express warranty unauthorized by you; by us and made a pad of this Policy. C. Any physical or chemical change in the 4. This provision 2.does not apply if"bodily injury"or product made intentionally by the vendor, "property damage" included within the "products- completed operations hazard" is excluded either d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration, testing, or the substitution of parts under 2. MISCELLANEOUS ADDITIONAL INSUREDS instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional a. Any failure to make such inspections) insured) described in paragraphs 2.a. through 2.h. adjustments, tests Or servicing as the vendor below whom you are required to add as en additional has agreed to make or normally undertakes to insured on this policy under a **Men contract or make in the usual course of business, in agreement but the written contract or agreement must connection,with the distribution or sale of the be: e products; 1. Currently in effect or becoming effective during the °= f. Demonstration,installation, servicing or repair term of this policy; and M Operations, except such operations performed 2. ,Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage"or"personal and advertising injury,"but ,= the sale of the product; Only the following persons or organizations are g. Products which, after distribution or sale by additional insureds under this ehdorsefient and you,trove been labeled or relabeled or Used coverage provided to such additional insureds is as a container, pait or ingredient Of any Other limited as provided herein: a=te flung or substance by or for the vendor,or 0 h. 'Bodily injury" or 'property damage" arising a. Additional Insured—Your Work out of the sole negligence of the vendor for its That person dr organization for whom you do work is an additional insured solely for liability SB-146932=E Page 1 of 5 /Frl r1R/111 CNA s BEd s�i ) due to your negligence specifically resulting This insurance does hot apply to "bodily from your work for the additional ingured injury," "property damage" br "personal and which is the subject of the written contract or, advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of C. Controlling Interest the additional insured. The insurance provided to the additional Any persons or organizations with a insured is limited as follows: to interest in you but only with respect to their liability arising out of. (1) The Limits of Insurance applicable to the (1) Their financial control of you;or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises. Insurance are inclusive of, and not in addition to,the Limits of insurance shownThis insurance does not apply to structural in the Dedarations. alterations, new Construction and demolition operations performed'by Or for such additional (2) The coverage provided to the additional insured. insured by this endorsement and paragraph F.B.of the definition of"insured d. Managers or Lessors of Premises contract' under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, %odily injury" or "property damage" maintenance or use of that specific part of the arising out of the "products-completed premises leased to you and subject to the operations hazard"unless'required by the following additional exclusions: written contract or written agreement. (3) The insurance provided to the additional This insurance does not apply to: insured does hot apply to "bodily injury," (1) Any "occurrence"which takes place after "property damage," or "personal and you cease to be a tenant in`that'premises; advertising injury" arising out of the or rendering or failure to render any professional services. (2) Structural alterations, new construction or demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured. A state or political subdivision subject to the e. Mortgagee,Assignee or Receiver following provisions: A mortgagee, assignee or receiver but only (1) This insurance applies only with respect with respect to their Lability as mortgagee, to the following hazards for which the assignee, or receiver and arising out of the state or political subdivision hes issued a ownership, maintenance,or use of a premises permit in connection with premises you by you. own, rent, or control and to which this This insurance does not apply to structural Insurance applies: alterations, new construction or deno)ition (a) The existence, maintenance, repair, operations performed by or for such additional construction, erection, or removal of insured. advertising signs, awnings, canopies, f. Ownbrs/Other Interests—Land is Leased cellar entrances coal Motes, driveways, manholes, marquees, An owner or other interest from whom land hoistaway openings, side*alk Vaults, has been leased by you but only With respect street banners, or decorations and to liability arising out of the ownership, similar exposures;or maintenance or use of that Specific part of the land leased to you and subject to the following (b) The construction, erection, or additional exclusions: removal of elevators;or (2) This insurance applies only with respect This insurance does not apply to: to operations performed by you or on your (1) Any "occurrence" Which takes place behalf for which the state or political after you cease to lease that land;or subdivisionhas issued a permit. SBA 46932-E Page 2 of 5 (A nRH'il 932-E B-14 CNA S (Ed6061 ) (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such k. Damage To Property additional insured. g. Co-owner of Insured Premises "Property damage"to: A co-owner of a premises co-owned by you 1. Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners liability as Co- incurred by you, or any other person, owner of such premises. organization or entity, for repair, replacement, 'enhancement, h. Lessor of Equipment restoration or maintenance Of such Any person or organization from whom you property for any reason, including lease equipment. Such person or organization dagton nf injury ro a person or are insureds only with respect to their liability damage to another's property; arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or aagreement with you for such leased equipment ends. 4. Personal property in the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the following additional 5. That particular part of any real extrusions apply: property on which you or any This insurance does not apply: contractors or subcontr`actOrs working directly or indirectly in your behalf are (1) To any "occurrence" which sakes place performing Operations,if the"property after the equipment lease expires;or damage" arises out of those (2) To "bodily injury," "property damage" or operations; or "personal and advertising injury" arising 6. That particular part of any property but of the sole negligence Of such that must be restored, repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured incorrectly petformed on it. g designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are'your work" and e damage" included within the "products-completed were never occupied, tented or held for operations hazard." rental by you. 3. The following_is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOVIMERS COMMON POLICY do not apply to "property da`m'age" (Other CONDITIONS: than damage by fire ;or explosion) to H. Other Insurance premises: 4. This insurance is excess Over any other (n tented to you: insurance naming the additional insured (2) temporarily occupied by you with the o es an insured Whether primary, excess, permission of the Ovvher,or i contingent or on any other basis unless a (3) to the contents of premises rented to = written contract or written agreement you for a period of 7 "Or fewer mom specifically requires that this insurance be cbnseptitive days. '— either primary or primary anti noncontributing. A separate limit of insurance applies to Darhage To Premises Rented TQ You ea 4. LEGAL.LIABILITY–DAMAGE TO PREMISES described in Section ..D = L' bility and ® Medical Expenses Limits of Insurance. = A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB-148532-E Page 3 of 5 IFA Anti 11 SB-146932-E CNA (fid.06/11) (2) Structural alterations, new Damage To Property, is replaced by the .construction or demolition operations following: performed by or on behalf of such k. Damage To Property additional insured. g. Co-owner of Insured Premises "Property damage"to: A co-Owner of a premises co-owned by you 1. Property you own, rent Or occupy, and ,covered under this irfsurance but only including any costs or `expenses with respect to the co-owners liability as co- incurred by you, or any oPerson, for owner of such premises. organization or entity, for repair, replacertlent, enhancement, h. Lessor of Equipment restoration" or maintenance Of such Any person or organization from whomyou property for any reason, including g prevention bf injury to a person or lease equipment. Stich person or organization damage to another's property; are insureds only with respect to their liability arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in, the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the Following additional 5. That particular part of any real exclusions apply: property on Which you or any This insurance does not apply: Contractors or subcontractors working directly or indirectly it your behalf are (1) To any "occurrence" which, takes place performing operations,if the"property after the equipment lease expires;or damage" arises out of those (2) To 'bodily injury," "property damage" or operations;or "personal and advertising injury"'arising 6. That particular part of any property out of the sole negligence of Such that must be restored, repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured Incorrectly performed On it "' designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not 1 does not apply to 'bodily injury" or "property apply if the premises are "your work" and damage" included within the "products-completed were never occupied, rented or held for Operations hazard" rental by you. 3. The foliowing is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (Other CONDITIONS: than datriage by fire Or e*plosion) to H. Other Insurance premises: (1) rented to you: 4. This insurance is excess over any other ® insurance naming,the additional insured sim (2) temporarily occupied by you with the as an insured whether primary, excess, permission dere owner,or 5 contingent or on any other basis unless a (3) to the contents of premise's rented to written contract or written agreement you for ,a period of 7 or fewer eeificafly requires that this insurance be c 3nsecutive days. either primary or primary end A separate limit Of insurance applies to ._ noncontributing. Damage 7o Premises Rented To You as r� 4. LEGAL LIABILITY—DAMAGE TO PREMISES described in Section ID Liability end mis Medical Expenses Limits of Insurance. A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB-146g32-E Paige 3 of 5 /FA twill