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18-133.00 Extenet: Fiber Franchise Agreement CITY OF SPOKANE VALLEY SPOKANE COUNTY,WASHINGTON ORDINANCE NO. 18-017 AN ORDINANCE OF THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, WASHINGTON, GRANTING A NON-EXCLUSIVE FRANCHISE TO EXTENET SYSTEMS, INC.TO CONSTRUCT,MAINTAIN AND OPERATE FIBEROPTIC TELECOMM[JNICATIONS FACILITIES WITHIN THE PUBLIC RIGHTS-OF-WAY OF THE CITY OF SPOKANE VALLEY, AND OTHER MATTERS RELATING THERETO. WHEREAS, RCW 35A.47.040 authorizes the City to grant, permit, and regulate "nonexclusive franchises for the use of public streets, bridges or other public ways, structures or places above or below the surface of the ground for railroads and other routes and facilities for public conveyances, for poles, conduits, tunnels, towers and structures, pipes and wires and appurtenances thereof for transmission and distribution of electrical energy, signals and other methods of communication, for gas, steam and liquid fuels,for water, sewer and other private and publicly owned and operated facilities for public service;"and WHEREAS, RCW 35A.47.040 further requires that "no ordinance or resolution granting any franchise in a code city for any purpose shall be adopted or passed by the city's legislative body on the day of its introduction nor for five days thereafter,nor at any other than a regular meeting nor without first being submitted to the city attorney, nor without having been granted by the approving vote of at least a majority of the entire legislative body,nor without being published at least once in a newspaper of general circulation in the city before becoming effective;"and WHEREAS, this Ordinance has been submitted to the City Attorney prior to its passage; and WHEREAS, the Council finds that the grant of the Franchise contained in this Ordinance, subject to its terms and conditions, is in the best interests of the public,and protects the health, safety, and welfare of the citizens of this City. NOW, THEREFORE, the City Council of the City of Spokane Valley, Spokane County, Washington, ordains as follows: Section 1. Definitions. For the purpose of this Ordinance,the following words and terms shall have the meaning set forth below: "City Manager"means the City Manager or designee. "construction"or"construct"shall mean constructing, digging, excavating, laying,testing, operating, extending, upgrading, renewing, removing, replacing, and repairing a facility. "day" shall mean a 24-hour period beginning at 12:01 AM. If a thing or act is to be done in less than seven days, intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of time. "franchise area" shall mean the entire geographic area within the City as it is now constituted or may in the future be constituted. "hazardous substances" shall have the same meaning as RCW 70.105D.020(l0). Ordinance 18-0 17 ExteNet Systems, Inc.,Fiber Telecommunications. Franchise Page 1 of 14 "maintenance, maintaining or maintain" shall mean the work involved in the replacement and/or repair of facilities,including constructing,relaying,repairing,replacing,examining, testing, inspecting, removing, digging and excavating, and restoring operations incidental thereto. "overbuilding" shall mean adding additional fiber capacity to an existing conduit housing fiber optic cable. "overlashing"shall mean the act of lashing new fiber optic cable to an existing aerial fiber optic cable. "permittee"shall mean a person or entity who has been granted a permit by the permitting authority. "permitting authority" shall mean the City Manager or designee authorized to process and grant permits required to perform work in the rights-of-way. "product"shall refer to the item,thing or use provided by the Grantee. "public property"shall mean any real estate or any facility owned by the City. "relocation" shall mean any required move or relocation of an existing installation or equipment owned by Grantee whereby such move or relocation is necessitated by installation, improvement, renovation or repair of another entity's facilities in the rights- of-way, including Grantor's facilities. "right-of-way"shall refer to the surface of and the space along,above,and below any street, road, highway, freeway, lane, sidewalk, alley, court, boulevard, parkway, drive, Grantee easement, and/or public way now or hereafter held or administered by the City. "streets" or "highways" shall mean the surface of, and the space above and below, any public street, road, alley or highway, within the City used or intended to be used by the general public,to the extent the City has the right to allow the Grantee to use them. "telecommunications facilities" shall mean any of the plant, equipment, fixtures, appurtenances, antennas, and other facilities necessary to furnish and deliver telecommunications services, including but not limited to poles with crossarms, poles without crossarms, wires, lines, conduits, cables, communication and signal lines and equipment, braces, guys, anchors, vaults, and all attachments, appurtenances, and appliances necessary or incidental to the distribution and use of telecommunications services. The abandonment by Grantee of any telecommunications facilities as defined herein shall not act to remove the same from this definition. Section 2. Grant of Franchise. The City of Spokane Valley, a Washington municipal corporation (hereinafter as "City" or"the City"), hereby grants unto ExteNet Systems, Inc., (hereinafter"Grantee"), a franchise for a period of 10 years, beginning on the effective date of this Ordinance, to install, construct, operate, maintain, replace and use all necessary equipment and facilities to place telecommunications facilities in, under, on, across, over, through, along or below the public rights-of-way and public places located in the City of Spokane Valley, as approved under City permits issued pursuant to this franchise (hereinafter the"franchise"). This franchise does not permit Grantee to use such facilities to provide cable services as defined by 47 C.F.R. § 76.5(ff). Ordinance I 8-017 ExteNet Systems,Inc.,Fiber Telecommunications. Franchise Page 2 of 14 Section 3. Fee. No right-of-way use fee is imposed for the term of this franchise. Any such right-of-way use or franchise fee that may be imposed by subsequent ordinance would apply to any subsequent franchise, if any, between the parties. Section 4. City Use, The following provisions shall apply regarding City use. A) City may request that Grantee provide one or more strands (two pair) of dark fiber for City to use solely for City government administration purposes. Upon receipt of such request, City and Grantee shall meet as soon as practicable to determine whether Grantee has dark fiber available in the locations requested by City, and if Grantee has dark fiber available, City and Grantee will engage in good faith discussions to develop mutually agreeable terms for provision of such dark fiber. City and Grantee shall execute a Dark Fiber IRU Agreement to outline the terms for the fiber dedication. B) Consistent with and subject to RCW 35.99.070, at such time when Grantee is constructing, relocating, or placing ducts or conduits in public rights-of-way, the City Manager may require Grantee to provide the City with additional duct or conduit and related structures, at incremental cost, necessary to access the conduit at mutually convenient locations. Any ducts or conduits provided by Grantee under this section shall only be used for City municipal, non-commercial purposes. 1)The City shall not require that the additional duct or conduit space be connected to the access structures and vaults of the Grantee. 2)This section shall not affect the provision of an institutional network by a cable television provider under federal law. 3) Grantee shall notify the City Manager at least 14 days prior to opening a trench at any location to allow the City to exercise its options as provided herein. Section 5. Recovery of Costs. Grantee shall reimburse the City for all costs of one publication of this franchise in a local newspaper, and required legal notices prior to any public hearing regarding this franchise, contemporaneous with its acceptance of this franchise. Grantee shall be subject to all permit and inspection fees associated with activities undertaken through the authority granted in this franchise or under City Code. Section 6. Non-Exclusivity. This franchise is granted upon the express condition that it shall not in any manner prevent the City from granting other or further franchises or permits in any rights-of-way. This and other franchises shall, in no way, prevent or prohibit the City from using any of its rights-of-way or affect its jurisdiction over them or any part of them. Section 7. Non-interference with Existing Facilities. The City shall have prior and superior right to the use of its rights-of-way and public properties for installation and maintenance of its facilities and other governmental purposes. The City hereby retains full power to make all changes, relocations, repairs, maintenance, establishments, improvements, dedications or vacation of same as the City may deem fit, including the dedication, establishment, maintenance, and improvement of all new rights-of-way, streets, avenues,thoroughfares and other public properties of every type and description. Any and all such removal or replacement shall be at the sole expense of Grantee, unless RCW 35.99.060 provides otherwise. Should Grantee fail to remove, adjust or relocate its telecommunications facilities by the date established by the City Manager's written notice to Grantee and in accordance with RCW 35.99.060 and Grantee has not experienced a force majeure or event beyond its control, the City may cause and/or effect such removal, • Ordinance 18-017 ExteNet Systems,Inc.,Fiber Telecommunications.Franchise Page 3 of 14 adjustment or relocation, and the expense thereof shall be paid by Grantee. The owners of all utilities,public or private, installed in or on such public properties prior to the installation of the telecommunications facilities of Grantee, shall have preference as to the positioning and location of such utilities so installed with respect to Grantee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such public properties. Grantee's telecommunications facilities shall be constructed and maintained in such manner as not to interfere with any public use,or with any other pipes,wires,conduits or other facilities that may have been laid in the rights-of-way by or under the City's authority. If the work done under this franchise damages or interferes in any way with the public use or other facilities, Grantee shall wholly and at its awn expense make such provisions necessary to eliminate the interference or damage to the satisfaction of the City Manager. Section 8. Construction Standards. All work authorized and required hereunder shall comply with all generally applicable City Codes and regulations. Grantee shall also comply with all applicable federal and state regulations, laws and practices. Grantee is responsible for the supervision,condition,and quality of the work done, whether it is by itself or by contractors, assigns or agencies. Application of said federal, state, and City Codes and regulations shall be for the purposes of fulfilling the City's public trustee role in administering the primary use and purpose of public properties, and not for relieving the Grantee of any duty, obligation, or responsibility for the competent design, construction,maintenance,and operation of its telecommunications facilities. Grantee is responsible for the supervision,condition,and quality of the work done, whether it is by itself or by contractors, assigns or agencies. If Grantee shall at any time be required, or plan,to excavate trenches in any area covered by this franchise, the Grantee shall afford the City an opportunity to permit other franchisees and utilities to share such excavated trenches, provided that: (1) such joint use shall not unreasonably delay the work of the Grantee; and (2) such joint use shall not adversely affect Grantee's telecommunications facilities or safety thereof. Joint users will be required to contribute to the costs of excavation and filling on a pro-rata basis. Section 9. Protection of Monuments. Grantee shall comply with applicable state laws relating to protection of monuments. Section 10. Tree Trimming. Grantee shall have the authority to conduct pruning and trimming for access to Grantee's telecommunications facilities in the rights-of-way subject to compliance with the City Code. All such trimming shall be done at Grantee's sole cost and expense. Section 11. Emergency Response. Grantee shall, within 30 days' of the execution of this franchise, designate one or more responsible people and an emergency 24-hour on-call personnel, and the procedures to be followed when responding to an emergency. After being notified of an emergency, Grantee shall cooperate with the City to immediately respond with action to aid in the protection of the health and safety of the public. In the event Grantee refuses to promptly take the directed action or fails to fully comply with such direction, or if emergency conditions exist which require immediate action to prevent imminent injury or damages to persons or property, the City may take such actions as it believes are necessary to protect persons or property, and Grantee shall be responsible to reimburse the City for its costs and any expenses. Section 12. One-Call System. Pursuant to RCW 19,122, Grantee is responsible for becoming familiar with, and understanding,the provisions of Washington's One-Call statutes. Grantee shall comply with the terms and conditions set forth in the One-Call statutes. Ordinance 18-017 ExteNet Systems,Inc.,Fiber'Telecommunications. Franchise Page 4 of 14 Section 13. Safety. All of Grantee's telecommunications facilities in the rights-of-way shall be constructed and maintained in a safe and operational condition. Grantee shall follow all safety codes and other applicable regulations in the installation, operation, and maintenance of the telecommunications facilities. Section 14. Movement of Grantee's Telecommunications Facilities for Others. Whenever any third party shall have obtained permission from the City to use any right—of-way for the purpose of moving any building or other oversized structure, Grantee, upon at least 14 days' written notice from the City, shall move, at the expense of the third party desiring to move the building or structure, any of Grantee's telecommunications facilities that may obstruct the movement thereof; provided, that the path for moving such building or structure is the path of least interference to Grantee's telecommunications facilities, as determined by the City. Upon good cause shown by Grantee, the City may require more than 14 days' notice to Grantee to move its telecommunications facilities. Section 15. Acquiring New Telecommunications Facilities. Upon Grantee's acquisition of any new telecommunications facilities in the rights-of-way, or upon any addition or annexation to the City of any area in which Grantee retains any such telecommunications facilities in the rights-of-way, Grantee shall submit to the City a written statement describing all telecommunications facilities involved, whether authorized by franchise or any other form of prior right, and specifying the location of all such facilities. Such facilities shall immediately be subject to the terms of this franchise. Section 16. Dangerous Conditions - Authority of City to Abate. Whenever excavation, installation, construction, repair, maintenance, or relocation of telecommunications facilities authorized by this franchise has caused or contributed to a condition that substantially impairs the lateral support of the adjoining right-of-way, road, street or other public place, or endangers the public, adjoining public or private property or street utilities, the City may direct Grantee, at Grantee's sole expense, to take all necessary actions to protect the public and property. The City may require that such action be completed within a prescribed time. In the event that Grantee fails or refuses to promptly take the actions directed by the City, or fails to fully comply with such directions, or if emergency conditions exist which require immediate action, the City may enter upon the property and take such actions as are necessary to protect the public, adjacent public or private property, or street utilities, or to maintain the lateral support thereof, and all other actions deemed by the City to be necessary to preserve the public safety and welfare; and Grantee shall be liable to the City for all costs and expenses thereof to the extent caused by Grantee. Section 17. Hazardous Substances. Grantee shall comply with all applicable federal, state and local laws, statutes, regulations and orders concerning hazardous substances relating to Grantee's telecommunications facilities in the rights—of-way. Grantee agrees to indemnify the City against any claims,costs,and expenses, of any kind, whether direct or indirect, incurred by the City arising out of the release or threat of release of hazardous substances caused by Grantee's ownership or operation of its telecommunications facilities within the City's tights-of-way. Section 18. Environmental. Grantee shall comply with all environmental protection laws, rules, recommendations, and regulations of the United States and the State of Washington, and their various subdivisions and agencies as they presently exist or may hereafter be enacted, promulgated, or amended, and shall indemnify and hold the City harmless from any and all damages arising, or which may arise, or be caused by, or result from the failure of Grantee fully to comply with any such laws, rules, recommendations, or regulations, whether or not Grantee's acts or activities were intentional or unintentional. Grantee shall further indemnify the City against all losses, costs, and expenses (including legal expenses)which the City may incur as a result of the requirement of any government or governmental Ordinance 18-017 ExteNet Systems,Inc., Fiber Telecommunications. Franchise Page 5 of 14 subdivision or agency to clean and/or remove any pollution caused or permitted by Grantee, whether said requirement is during the term of the franchise or subsequent to its termination. Section 19. Relocation of Telecommunications Facilities. Grantee agrees and covenants, at its sole cost and expense, to protect, support, temporarily disconnect, relocate or remove from any street any of its telecommunications facilities when so required by the City in accordance with the provisions of RCW 35.99.060, provided that Grantee shall in all such cases have the privilege to temporarily bypass, in the authorized portion of the same street upon approval by the City, any section of its telecommunications facilities required to be temporarily disconnected or removed. If the City determines that the project necessitates the relocation of Grantee's then-existing telecommunications facilities,the City shall: A)At least 60 days'prior to the commencement of such improvement project,provide Grantee with written notice requiring such relocation; and B) Provide Grantee with copies of pertinent portions of the plans and specifications for such improvement project and a proposed location for Grantee's telecommunications facilities so that Grantee may relocate its telecommunications facilities in other City rights-of-way in order to accommodate such improvement project. C)After receipt of such notice and such plans and specifications,Grantee shall complete relocation of its telecommunications facilities at no charge or expense to the City so as to accommodate the improvement project in accordance with RCW 35.99.060 (2). Grantee may, after receipt of written notice requesting a relocation of its telecommunications facilities, submit to the City written alternatives to such relocation. The City shall evaluate such alternatives and advise Grantee in writing if one or more of the alternatives are suitable to accommodate the work which would otherwise necessitate relocation of the telecommunications facilities. If so requested by the City, Grantee shall submit additional information to assist the City in making such evaluation. The City shall give each alternative proposed by Grantee full and fair consideration. In the event the City ultimately determines that there is no other reasonable alternative, Grantee shall relocate its telecommunications facilities as otherwise provided in this section. The provisions of this section shall in no manner preclude or restrict Grantee from making any arrangements it may deem appropriate when responding to a request for relocation of its telecommunications facilities by any person or entity other than the City, where the telecommunications facilities to be constructed by said person or entity are not or will not become City owned,operated or maintained facilities,provided that such arrangements do not unduly delay a City construction project. If the City or a contractor for the City is delayed at any time in the progress of the work by an act or neglect of the Grantee or those acting for or on behalf of Grantee, then Grantee shall indemnify, defend and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees to the extent arising out of or in connection with such delays,except for delays and damages caused by the City. This provision may not be waived by the parties except in writing. Grantee shall not be responsible for delay damages if Grantee's delay is the result of a force majeure or event beyond Grantee's control. Section 20. Abandonment of Grantee's Telecommunications Facilities. No facility constructed or owned by Grantee may be abandoned without the express written consent of the City, which consent shall not be unreasonably withheld. The City has discretion and authority to direct Grantee to remove a facility Ordinance 18-017 ExteNet Systems, Inc.,Fiber Telecommunications.Franchise Page 6 of 14 abandoned by Grantee (whether or not the entity had permission to abandon the facility) and restore the rights-of-way to their pre-removal condition when: (a) a City project involves digging that will encounter the abandoned facility; (b) the abandoned facility poses a hazard to the health, safety, or welfare of the public; (c)the abandoned facility is 24 inches or less below the surface of the rights-of-way and the City is reconstructing or resurfacing a street over the rights-of-way; or(d)the abandoned facility has collapsed, broke, or otherwise failed. Grantee may,upon written approval by the City, delay removal of the abandoned facility until such time as the City commences a construction project in the rights-of-way unless (b) or(d) above applies. When (b) or (d) applies, Grantee shall remove the abandoned facility from the rights-of-way as soon as weather conditions allow, unless the City expressly allows otherwise in writing. The expense of the removal, and restoration of improvements in the rights-of-way that were damaged by the facility or by the removal process, shall be the sole responsibility of the Grantee. If Grantee fails to remove the abandoned facilities in accordance with the above,then the City may incur costs to remove the abandoned facilities and restore the rights-of-way, and is entitled to reimbursement from Grantee for such costs, including reasonable attorney's fees and costs. Section 21. Maps and Records Required. Grantee shall provide the City, at no cost to the City: A)A route map that depicts the general location of the Grantee's telecommunications facilities placed in the rights-of-way. The route map shall identify telecommunications facilities as aerial or underground and is not required to depict cable types,number of fibers or cables,electronic equipment, and service lines to individual subscribers. Grantee shall also provide an electronic map of the aerial/underground telecommunications facilities in relation to the right-of-way centerline reference to allow the City to add this information to the City's Geographic Information System("GIS")program. The information in this subsection shall be delivered to the City by December 1,annually. B) In connection with the construction of any City project, Grantee shall provide to the City, upon the City's reasonable request, copies of available drawings in use by Grantee showing the location of such telecommunications facilities. Grantee shall field locate its telecommunications facilities in order to facilitate design and planning of City improvement projects. C) Upon written request of the City, Grantee shall provide the City with the most recent update available of any plan of potential improvements to its telecommunications facilities within the franchise area; provided,however,any such plan so submitted shall be deemed confidential and for informational purposes only,and shall not obligate Grantee to undertake any specific improvements within the franchise area. The information in this subsection shall be delivered to the City by December 1, annually. D) In addition to the requirements of subsection 1 of this section,the parties agree to periodically share GIS files upon written request, provided Grantee's GIS files are to be used solely by the City for governmental purposes. Any files provided to Grantee shall be restricted to information required for Grantee's engineering needs for construction or maintenance of telecommunications facilities that are the subject of this franchise. Grantee is prohibited from selling any GIS information obtained from City to any third parties. E) Public Disclosure Act. Grantee acknowledges that information submitted to the City may be subject to inspection and copying under the Washington Public Disclosure Act codified in chapter 42.56 RCW. Grantee shall mark as "PROPRIETARY/CONFIDENTIAL" each page or portion thereof of any documentation/information which it submits to the City and which it believes is Ordinance 18-017 ExteNet Systems,Inc.,Fiber Telecommunications. Franchise Page 7 of 14 exempt from public inspection or copying. The City agrees to timely provide Grantee with a copy of any public disclosure request to inspect or copy documentation/information which the Grantee has provided to the City and marked as "PROPRIETARY/CONFIDENTIAL" prior to allowing any inspection and/or copying as well as provide the Grantee with a time frame, consistent with RCW 42.56.520, to provide the City with its written basis for non-disclosure of the requested documentation/information. In the event the City disagrees with the Grantee's basis for non- disclosure, the City agrees to withhold release of the requested documentation/ information in dispute for a reasonable amount of time to allow Grantee an opportunity to file a legal action under RCW 42.56.540. Section 22. Limitation on Future Work. In the event that the City constructs a new street or reconstructs an existing street, Grantee shall not be permitted to excavate such street except as set forth in the City's then-adopted regulations relating to street cuts and excavations. Section 23. Reservation of Rights by City. The City reserves the right to refuse any request for a permit to extend telecommunications facilities consistent with applicable federal and Washington state law. Any such refusal shall be supported by a written statement from the City Manager that extending the telecommunications facilities, as proposed,would interfere with the public health, safety or welfare. Section 24. Remedies to Enforce Compliance. In addition to any other remedy provided herein,the City reserves the right to pursue any remedy to compel or force Grantee and/or its successors and assigns to comply with the terms hereof, and the pursuit of any right or remedy by the City shall not prevent the City from thereafter declaring a forfeiture or revocation for breach of the conditions herein. Section 25. City Ordinances and Regulations. Nothing herein shall be deemed to direct or restrict the City's ability to adopt and enforce all necessary and appropriate ordinances regulating the performance of the conditions of this franchise, including any reasonable ordinances made in the exercise of its police powers in the interest of public safety and for the welfare of the public.The City shall have the authority at all times to control by appropriate regulations the location, elevation, and manner of construction and maintenance of any telecommunications facilities by Grantee,and Grantee shall promptly conform with all such regulations, unless compliance would cause Grantee to violate other requirements of law. In the event of a conflict between the Spokane Valley Municipal Code and this franchise,the Municipal Code shall control. Section 26. Vacation. The City may vacate any City road, right-of-way or other City property which is subject to rights granted by this franchise in accordance with state and local law. Any relocation of telecommunications facilities resulting from a street vacation shall require a minimum of 180 days' notice as provided in section 37. In the event of a street vacation,the City shall include in the vacation ordinance a reserved easement for the continued location of Grantee's facilities. Section 27. Indemnification. A) Grantee hereby covenants not to bring suit and agrees to indemnify, defend and hold harmless the City, its officers, employees, agents and representatives from any and all claims, costs, judgments, awards or liability to any person arising from injury, sickness or death of any person or damage to property of any nature whatsoever relating to or arising out of this franchise agreement; except for injuries and damages caused solely by the negligence of the City. This includes but is not limited to injury: Ordinance I8-017 ExteNet Systems, Inc., Fiber Telecommunications. Franchise Page 8 of 14 1) For which the negligent acts or omissions of Grantee, its agents, servants, officers or employees in performing the activities authorized by a franchise are a proximate cause; 2)By virtue of Grantee's exercise of the rights granted herein; 3) By virtue of the City permitting Grantee's use of the City's rights-of-ways or other public property; 4) Based upon the City's inspection or lack of inspection of work performed by Grantee, its agents and servants, officers or employees in connection with work authorized on the facility or property over which the City has control, pursuant to a franchise or pursuant to any other permit or approval issued in connection with a franchise; 5) Arising as a result of the negligent acts or omissions of Grantee, its agents, servants, officers or employees in barricading, instituting trench safety systems or providing other adequate warnings of any excavation, construction or work upon the facility, in any right- of-way, or other public place in performance of work or services permitted under a franchise; or 6) Based upon radiofrequency emissions or radiation emitted from Grantee's equipment located upon the facility, regardless of whether Grantee's equipment complies with applicable federal statutes and/or FCC regulations related thereto. B) Grantee's indemnification obligations pursuant to subsection l of this section shall include assuming liability for actions brought by Grantee's own employees and the employees of Grantee's agents, representatives, contractors and subcontractors even though Grantee might be immune under RCW Title 51 from direct suit brought by such an employee. It is expressly agreed and understood that this assumption of potential liability for actions brought by the aforementioned employees is limited solely to claims against the City arising by virtue of Grantee's exercise of the rights set forth in a franchise. The obligations of Grantee under this subsection have been mutually negotiated by the parties, and Grantee acknowledges that the City would not enter into a franchise without Grantee's waiver. To the extent required to provide this indemnification and this indemnification only, Grantee waives its immunity under RCW Title 51. C)Inspection or acceptance by the City of any work performed by Grantee at the time of completion of construction shall not be grounds for avoidance of any of these covenants of indemnification. Provided, that Grantee has been given prompt written notice by the City of any such claim, said indemnification obligations shall extend to claims which are not reduced to a suit and any claims which may be compromised prior to the culmination of any litigation or the institution of any litigation. The City has the right to defend or participate in the defense of any such claim, and has the right to approve any settlement or other compromise of any such claim. D) In the event that Grantee refuses the tender of defense in any suit or any claim, said tender having been made pursuant to this section, and said refusal is subsequently determined by a court having jurisdiction(or such other tribunal that the parties shall agree to decide the matter),to have been a wrongful refusal on the part of Grantee, then Grantee shall pay all of the City's costs for defense of the action, including all reasonable expert witness fees, reasonable attorney fees, the reasonable costs of the City of recovering under this subsection. E)Grantee's duty to defend, indemnify and hold harmless City against liability for damages caused by the concurrent negligence of(a)City or City's agents,employees,or contractors,and(b)Grantee Ordinance 18-017 ExteNet Systems, Inc., Fiber Telecommunications.Franchise Page 9 of 14 or Grantee's agents, employees, or contractors, shall apply only to the extent of the negligence of Grantee or Grantee's agents, employees, or contractors. In the event that a court of competent jurisdiction determines that a franchise is subject to the provisions of RCW 4.24.115, the parties agree that the indemnity provisions hereunder shall be deemed amended to conform to said statute and liability shall be allocated as provided herein. F)Notwithstanding any other provisions of this section, Grantee assumes the risk of damage to its telecommunication facilities located in the rights-of-way and upon City-owned property from activities conducted by the City, its officers,agents,employees and contractors,except to the extent any such damage or destruction is caused by or arises from any willful or malicious action or gross negligence on the part of the City, its officers, agents, employees or contractors. Grantee releases and waives any and all such claims against the City, its officers, agents, employees or contractors. Grantee further agrees to indemnify, hold harmless and defend the City against any claims for damages, including, but not limited to, business interruption damages and lost profits, brought by or under users of Grantee's facilities as the result of any interruption of service due to damage or destruction of Grantee's facilities caused by or arising out of activities conducted by the City, its officers, agents, employees or contractors, except to the extent any such damage or destruction is caused by or arises from the sole negligence or any willful or malicious actions on the part of the City, its officers, agents, employees or contractors. G) The provisions of this section shall survive the expiration, revocation or termination of this franchise. Section 28. Insurance. Grantee shall procure and maintain for the duration of the franchise, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the exercise of the rights, privileges and authority granted hereunder to Grantee, its agents, representatives or employees. Grantee's maintenance of insurance as required by this franchise shall not be construed to limit the liability of the Grantee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A)Automobile Liability insurance with limits no less than $1,000,000 Combined Single Limit per accident for bodily injury and property damage. This insurance shall cover all owned,non-owned, hired or leased vehicles used in relation to this franchise. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary,the policy shall be endorsed to provide contractual liability coverage; and B) Commercial General Liability insurance shall be written on Insurance Services. Office (ISO) occurrence form CG 00 01, or a substitute form providing equivalent liability coverage acceptable to the City,and shall cover products liability. The City shall be named as an insured under Grantee's Commercial General Liability insurance policy using ISO Additional Insured-State or Political Subdivisions-Permits CG 20 12 or a substitute endorsement acceptable to the City providing equivalent coverage. Coverage shall be written on an occurrence basis with limits no Less than $1,000,000 Combined Single Limit per occurrence and $2,000,000 general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations; broad form property; explosion, collapse and underground (XCU); and Employer's Liability. The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: Ordinance 18-017 ExteNet Systems,Inc., Fiber Telecommunications. Franchise Page 10 of 14 A) Grantee's insurance coverage shall be primary insurance with respect to the City as outlined in the Indemnification section of this franchise. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of Grantee's insurance and shall not contribute with it. B) Grantee's insurance carrier or Grantee shall provide 30 days' prior written notice to the City of insurance cancellation. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VH. Grantee shall furnish the City with original certificates and a copy of any amendatory endorsements, including the additional insured endorsement, evidencing the insurance requirements of the Grantee prior to the adoption of this Ordinance. Any failure to comply with the reporting provisions of the policies required herein shall not affect coverage provided to the City, its officers, officials, employees or volunteers. Section 29. Performance Bond Relating to Construction Activity. Before undertaking any of the work, installation, improvements, construction, repair, relocation or maintenance authorized by this franchise, Grantee, or any parties Grantee contracts with to perform labor in the performance of this franchise, shall, upon the request of the City, furnish a bond executed by Grantee or Grantee's contractors and a corporate surety authorized to operate a surety business in the State of Washington, in such sum as may be set and approved by the City,not to exceed $25,000, as sufficient to ensure performance of Grantee's obligations under this franchise. The bond shall be conditioned so that Grantee shall observe all the covenants, terms and conditions and shall faithfully perform all of the obligations of this franchise, and to repair or replace any defective work or materials discovered in the City's road, streets, or property. Said bond shall remain in effect for the life of this franchise. In the event Grantee proposes to construct a project for which the above-mentioned bond would not ensure performance of Grantee's obligations under this franchise, the City is entitled to require such larger bond as may be appropriate under the circumstances. Section 30. Modification. The City and Grantee hereby reserve the right to alter, amend or modify the terms and conditions of this franchise upon written agreement of both parties to such alteration, amendment or modification. Section 31. Forfeiture and Revocation. If Grantee willfully violates or fails to comply with any of the provisions of this franchise,or through willful or unreasonable negligence fails to heed or comply with any notice given Grantee by the City under the provisions of this franchise,and an adequate opportunity to cure the violation or non-compliance has been given in writing to Grantee,then. Grantee shall,at the election of the City, forfeit all rights conferred hereunder and this franchise may be revoked or annulled by the City after a hearing held upon reasonable notice to Grantee. The City may elect, in lieu of the above and without any prejudice to any of its other legal rights and remedies, to obtain an order from the Spokane County Superior Court compelling Grantee to comply with the provisions of this franchise and to recover damages and costs incurred by the City by reason of Grantee's failure to comply. Section 32. Assignment. This franchise may not be assigned or transferred without the written approval of the City, except that Grantee can assign this franchise without approval of, but upon notice to the City from any parent, affiliate or subsidiary of Grantee or to any entity that acquires all or substantially all the assets or equity of Grantee, by merger, sale, consolidation or otherwise. Use of Grantee's. telecommunication facilities by Grantee's customers or attachment of third-party owned telecommunication facilities shall not constitute an assignment under this Agreement. Ordinance 18-017 ExteNet Systems,Inc.,Fiber Telecommunications. Franchise Page 11 of 14 Section 33. Acceptance. Not Iater than 60 days after passage of this Ordinance, Grantee shall accept the franchise herein by filing with the City Clerk an unconditional written acceptance thereof. Failure of Grantee to so accept this franchise within said period of time shall be deemed a rejection thereof by Grantee, and the rights and privileges herein granted shall,after the expiration of the 60-day period,absolutely cease, unless the time period is extended by ordinance duly passed for that purpose. Section 34. Survival. All of the provisions, conditions and requirements of sections: 5, 6, 7, 13, 16, 17, 18, 19, 20, 27, 28, 29, 37, 38 and 39 of this franchise shall be in addition to any and all other obligations and liabilities Grantee may have to the City at common law, by statute, by ordinance, or by contract, and shall survive termination of this franchise, and any renewals or extensions hereof. All of the provisions, conditions, regulations and requirements contained in this franchise shall further be binding upon the heirs, successors, executors, administrators, legal representatives and assigns of Grantee and City and all privileges,as well as all obligations and liabilities of Grantee shall inure to their respective heirs,successors and assigns equally as if they were specifically mentioned herein. Section 35. Severability. If any section, sentence, clause or phrase of this Ordinance should be held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of any other section,sentence,clause or phrase of this Ordinance. In the event that any of the provisions of the franchise are held to be invalid by a court of competent jurisdiction,the City reserves the right to reconsider the grant of the franchise and may amend, repeal, add, replace or modify any other provision of the franchise,or may terminate the franchise. Section 36. Renewal. Application for extension or renewal of the term of this franchise shall be made no later than 180 days of the expiration thereof. In the event the time period granted by this franchise expires without being renewed by the City, the terms and conditions hereof shall continue in effect until this franchise is either renewed or terminated by the City. Section 37. Notice. Any notice or information required or permitted to be given by or to the parties under this franchise may be sent to the following addresses unless otherwise specified, in writing: The City: City of Spokane Valley Attn: City Clerk 10210 East Sprague Avenue Spokane Valley, WA 99206 Grantee: ExteNet Systems,Inc. Attn: CFO 3030 Warrenville Road, Suite 340 Lisle,Illinois, 60532 With a copy to: ExteNet Systems, Inc. Attn: General Counsel 3030 Warrenville Road, Suite 340 Lisle,Illinois, 60532 Section 38. Choice of Law. Any litigation between the City and Grantee arising under or regarding this franchise shall occur, if in the state courts, in the Spokane County Superior Court, and if in the federal courts, in the United States District Court for the Eastern District of Washington. Ordinance 18-017 ExteNet Systems,Inc.,Fiber Telecommunications. Franchise Page 12 of 14 Section 39. Non-Waiver. The City shall be vested with the power and authority to reasonably regulate the exercise of the privileges permitted by this franchise in the public interest. Grantee shall not be relieved of its obligations to comply with any of the provisions of this franchise by reason of any failure of the City to enforce prompt compliance,nor does the City waive or limit any of its rights under this franchise by reason of such failure or neglect. Section 40. Entire Agreement. This franchise constitutes the entire understanding and agreement between the parties as to the subject matter herein and no other agreements or understandings,written or otherwise, shall be binding upon the parties upon execution and acceptance hereof. This franchise shall also supersede and cancel any previous right or claim of Grantee to occupy the City roads as herein described. Section 41. Effective Date. This Ordinance shall be in full force and effect five days after publication of the Ordinance or a summary thereof occurs in the official newspaper of the City of Spokane Valley as provided by law. PASSED by the City Council this 31st day of July, 2018. ATT 1 - L. R. Higgins,dPAPP /157 --114)77 , Christine Bainbridge, City Clerk Apprged o •m:� Office 4h City!'�� o1 ey Date of Publication: - 3/ -„?O Effective Date: 9' j - jai e? Ordinance 18-017 ExteNet Systems, Inc., Fiber Telecommunications. Franchise Page 13 of I4 Accepted by Ea-Net Syst-ms, Inc.: 10iI By: '_ A.41111r0 Oliver a ente, EVP-COO The Grantee,ExteNet Systems, Inc.,for itself, and for its successors and assigns, does accept all of the terms and conditions of the foregoing franchise. STATE OF ILLINOIS ) )ss COUNTY OF DUPAGE 0 _f Before me, H Nee-rut-Nee- - , on this day personally appeared ( [ One. t) known o me to be the person(whose name is subscribed to the foregoing instrument and known to me to be the et.)F- ebb of ExteNet Systems,Inc.,a Delaware corporation, and acknowledged to me that he executed the said instrument for the purposes and consideration therein expressed,on behalf of said Corporation. Given under my hand and seal of office this I U day of Al 051— ,2018. OFFICIAL SEAL1 Notary MARY C ARENA Printed NaPull,-: NOTARY PUBLIC-STATE OF ILLINOIS My Commission Expires: I MY COMMISSION EXPIRES:09/27120 ic2177g-i) [S E A LJ Ordinance 18-017 ExteNet Systems.Inc.,FiberTelecomrnunications.Franchise Page 14 of 14 ' , FRANCHISE BOND Bond No.0746832 KNOW ALL MEN BY THESE PRESENTS, THAT ExteNet Systems, Inc. as Principal, and Wlnternational ElPeliiiy,Insurance Company a corporation of the State of NJ , having its executive office in Newark, NJ as Surety, are held and firmly bound unto City of Spokane Valley 10210 E Sprague Avenue, Spokane Valley,WA 99206 , hereinafter referred as Obligee in the penal sum of Twenty Five Thousand Dollars and 00/100 Dollars($ 25,000.00 ), for the payment of which, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns,jointly and severally, firmly by these presents, the liability of the Surety being limited to said penal sum regardless of the number of years this bond remains in force or is renewed, or the number of premium that shall be payable or paid, the number of customers to the system and/or legal fees which may be required and incurred. WHEREAS, the Obligee has granted a franchise to the Principal to use the public streets and places within the Municipality to install, operate, upgrade,repair and remove equipment for the purpose of providing services within said NOW, `HEREFORE, the condition of this obligation is such,that if the above bound Principal shall faithfully perform, well and truly observe and fulfill the terms and conditions of the franchise,then this obligation shall be void, otherwise to remain in full force and effect unless cancelled or terminated, PROVIDED,HOWEVER, it shall be a condition precedent to any night of recovery hereunder, that in the event of any default on the part of the Principal, a written statement of the particular facts showing the date and nature of such default shall be immediately delivered to the Surety by certified mail at One Newark Center, Newark, NJ 07102-5207 AND PROVIDED FURTHER that no action, suit or proceeding shall be had or maintained against the Surety on this instrument unless same be brought or instituted and process served upon the Surety within twelve (12)months after an act of breach or cancellation of this bond or termination of said franchise, whichever occurs first. This bond may be terminated or cancelled by Surety by giving thirty(30) days prior notice in writing to Principal and said Obligee, such notice to be given by certified mail. Such termination or cancellation shall not affect any liability incurred or accrued under this bond prior to the effective date of such termination or cancellation. IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument the 15t day of August 2018 WitnessExteNet Sims, In 1, C By. . . lrr • — �` Y/H International F mw.'lit In",r nce Company L ____, _____ s ., ap 4 okj� ' y ��� . Karen Socha =' i�tha lt' ' tY Harold Miller Jr. t'`mey-m-Fact . ,r i saa o B ond4FRANCH1 S E S O ND.do e State of Illinois SS: a County of Cook On this 15th day of August in the year two thousand eighteen before me, Christina Laurendi, a Notary Public in and for said County and State, residing therein, Z duly commissioned and sworn, personally appeared Harold Miller Jr., known to me to be the duly authorized. Attorney-in-fact of International Fidelity Insurance Company and the E same person whose name is subscribed to the within instrument as the Attorney-in-fact - of said Company, and the said Harold Miller Jr., duly acknowledged to me that he a subscribed the name of International Fidelity Insurance Company and thereto as Surety and his own name as Attorney-in-fact. IN WITNESS WHEREOF, I have hereunto set my a hand and affixed my official seal the day and year in this Certificate first above written. U4 CC My Commission , Expires a r6 6/25/2026 Notary Public in and for Christina Laurendi County, State of Dupage, Illinois • ,,., r SG ,gni' }s i!i4�4O4;S ,;pius Jun 251_2.:,i _' ROWER OF ATTORNEY INTERNATIONAL FIDELITY INSURANCE COMPANY ALLEGHENY CASUALTY COMPANY One Newark Center,201h Floor,Newark,New Jersey 07102-5207 PHONE:(973)624-7200 Bond# 0746832 Principal ExteNet Systems, Inc. Obligee City of Spokane Valley KNOW ALL MEN BY THESE PRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and ALLEGHENY CASUALTY COMPANY a corporation organized and existing under the laws of the State of New Jersey,having their principal office in the City of Newark,New Jersey,do hereby constitute and appoint Harold Miller Jr. their true and lawful attorney(s)-in-fact to execute, seal and deliver for and on Its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof,which are or may be allowed,required or permitted by law,statute,rule,regulation, contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 20th day of July,2010 and by the Board of Directors of ALLEGHENY CASUALTY COMPANY at a meeting duly held on the lath day of July,2015: "RESOLVED, that(1)the Chief Executive Officer, President, Executive Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint,and to revoke the appointments of,Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2)any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation;and(3)the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond,undertaking, recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation,to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF,INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY have each executed and attested these presents on this 4th day of May,2018 a �1�Y��r0 STATE OF NEW JERSEY ���C PsuCTy�o #19 U d,-9 County of Essex A 6�' 10, ftt- SEAL m 0`1 1936 1 91}4 JE 41Aqo George R.James � Executive Vice President (International Fidelity Insurance Company)and '� Vice President (Allegheny Casualty Company) N JE�SEt On this 4th day of May,2018 ,before me came the individual who executed the preceding instrument,to me personally known,and, being by me duly sworn,said he is the therein described and authorized officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and of ALLEGHENY CASUALTY COMPANY;that the seals affixed to said instrument are the Corporate Seals of said Companies;that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies. """ILII'+%+ + IN TESTIMONY WHEREOF,I have hereunto set my hand affixed my Official Seal,at the City of Newark, •.•``�\GP�H cRG�''.y New Jersey the day and year first above written. • ass l o4;•6....7% r(� o,y•� [% ArLf // {/ffNOTARY - - el..,deli m F. :•d PUBLIC v+ ' NA n = ,? Cathy Cruz a Notary Public of New Jersey OF do NEW 3�4,,•.' CERTIFICATION My Commission Expires April 16,2019 I,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY do hereby certify that 1 have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney,with the originals on file in the home of said companies,and that the same are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF,I have hereunto set my hand this 15th day of August, 2018. Maria tyk-,4"/AQ4e4, H.Branco,Assistant Secretary Am Rico CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY)� 00/10/2018 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 CA #0H64724 1-972-581-4400 CONTACT Ashley Barris INA IWaldman PHONE FAX fA/C.No.Ext): 972 458-8700 (AIC,Nol: 972 458-8755 IMA, Inc. (Dallas Division) E-MAIL 6200 LBO' Freeway ADDRESS: ashley.harriseimacorp.eom Suite 200 INSURER(S)AFFORDING COVERAGE _ NAIC t( Dallas, TX 75240 INSURER A: CONTINENTAL INS CO 35289 INSURED INSURER B: NATIONAL FIRE INS CO OF HARTFORD _ 20478 ExteNet Systems, Inc.; ExteNet Systems (California) , LLC; INSURER AMERICAN CAS CO OF READING PA 20427 C ExteNet Systems New York, Inc.; ExteNet Systems (Virginia) 3030 Warrenville Rd., 3rd FL INSURERo: BERELSY "SUR CO 39462 INSURERE: HISCOX INS CO INC 10200 Lisle, IL 60532 INSURERF: FEDERAL INS CO 20281 COVERAGES CERTIFICATE NUMBER: 53641053 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. MSR me I WVA POLICY NUMBER EIR POLICY YV POLICYM/DEXP LIMITS TYPE OF INSURANCE [MM/OOfYEFF ( YYYY) A X COMMERCIAL GENERAL LIABILITY 4013130714 01/02/18 01/02/19 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Me occurrence) $ 1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JECT PRO X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 _ OTHER: $ a AUTOMOBILE LIABILITY 4013130681 01/02/18 01/02/19 COMBINEDSINGLE LIMIT I $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Reraccidenl) $ AUTOS AUTOS _ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ A X UMBRELLA LIAB I OCCUR 6056871852 01/02/18 01/02/19 EACH OCCURRENCE $ 25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25,000,000 OED X RETENTION$ 10,000 -- $ C WORKERS COMPENSATION YIN 6056871849 01/02/18 01/02/19 X STATUTE ERH AND EMPLOYERS'LIABILITY C ANY PROPRIETOR/PARTNER/EXECUTIVE 6056871821 01/02/18 01/02/19 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) --- EL DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Pollution Liability PCADH-5003433-0118 01/27/18 01/02/19 Limit 10,000,000 E Professional/cyber Liability MPL1869337 01/27/18 01/02/19 Limit 10,000,000 F Fidelity/Crime Coverage 596759293 01/27/18 01/02/19 Limit 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Clerk 10210 East Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley, WA 99206 /� /1 USA ( 1# O 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD aharris 53 6410 53 DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 08/10/2018 NAME OF INSURED: ExteNet Systems, Inc.; ExteNet Systems (California) , LLC; ExteNet Systems New York, Inc.; ExteNet Systems (Virginia) Additional Description of Operations/Remarks from Page 1: Certificate Holders are included as Additional Insured on the General, Automobile and Umbrella Liability Policies if required by written contract or agreement subject to the policy terms and conditions. A Waiver of Subrogation is provided in favor of "Additional Insured" on the General, Automobile, Umbrella Liability and Workers Compensation Policies if required by written contract or agreement subject to policy terms and conditions. This Insurance is Primary and Non-Contributory on the General, Automobile and Umbrella Liability Policies subject to policy terms and conditions. Any Exclusion for Liability within 50 feet of railroad tracks has been deleted. 30 Day Notice of Cancellation with respects to the General, Automobile, Umbrella Liability and Workers Compensation Policies if required by written contract or agreement subject to the policy terms and conditions. Additional Information: SUPP(05/04) CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products.. completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with; A. coverage broader than required by the written contract; or a7 B. a higher limit of insurance than required by the written contract. 2 Ili. The insurancegranted bythis endorsement to the additional insured does not 1 to bodilyinjury, property �, apply P P Y damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written CNA75079XX (1-15) Policy No: 4013130714 Page 1 of 2 Endorsement No: 8 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (1-15) Policy No: 4013130714 Page 2 of 2 Endorsement No: 8 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional insured -Primary And Non-Contributory To Additional insured's Insurance 3. Bodily Injury— Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Broadened Liability Coverage For Damage To Your Product And Your Work 7. Contractual Liability - Railroads 8. Electronic Data Liability 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury—Exception for Reasonable Force 11. General Aggregate Limits of Insurance--Per Project 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability -- Damage To Premises 1 Alienated Premises / Property In The Named lnsured's Care, Custody or Control 16. Liquor Liability 17. Medical Payments 18. Non-owned Aircraft Coverage 19. Non-owned Watercraft 20. Personal And Advertising Injury—Discrimination or Humiliation 21. Personal And Advertising Injury -Contractual Liability 22. Property Damage-Elevators 23. Supplementary Payments 24. Unintentional Failure To Disclose Hazards 25. Waiver of Subrogation—Blanket 26. Wrap-Up Extension: OCIP CCIP, or Consolidated (Wrap-Up) Insurance Programs CNA74705XX (1-15) Policy No: 4013130714 Page 1 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through H. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through H. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. • D. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The CNA74705XX (1-15) Policy No: 4013130714 Page 2 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/201B Insured Name: 'EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. E. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and. advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions— Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. s The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. H. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: CNA74705XX (1-15) Policy No: 4013130714 Page 3 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors" General Liability Extension Endorsement a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE! NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or CNA74705XX (1-15) Policy No: 4013130714 Page 4 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. BROADENED LIABILITY COVERAGE FOR DAMAGE TO YOUR PRODUCT AND YOUR WORK A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusions k. and 1. and replace them with the following: This insurance does not apply to: k. Damage to Your Product Property damage to your product arising out of it, or any part of it except when caused by or resulting from: (1) fire; (2) smoke; (3) collapse; or (4) explosion. ===_ I. Damage to Your Work Property damage to your work arising out of it, or any part of it and included in the products-completed operations hazard. This exclusion does not apply: (1) If the damaged work, or the work out of which the damage arises, was performed on the Named Insureds behalf by a subcontractor; or CNA74705XX (1-15) Policy No: 4013130714 Page 5 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office.Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement (2) If the cause of loss to the damaged work arises as a result of: (a) fire; (b) smoke; (c) collapse; or (d) explosion. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for the sum of damages arising out of any one occurrence because of property damage to your product and your work that is caused by fire, smoke, collapse or explosion and is included within the product-completed operations hazard. This sublimit does not apply to property damage to your work if the damaged work, or the work out of which the damage arises, was performed on the Named Insured's behalf by a subcontractor. C. This Broadened Liability Coverage For Damage To Your Product And Your Work Provision does not apply if an endorsement of the same name is attached to this policy. 7. CONTRACTUAL LIABILITY—RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means; a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the Insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 8. ELECTRONIC DATA LIABILITY CNA74705XX (1-15) Policy No: 4013130714 Page 6 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion p. Electronic Data and replace it with the following: This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data that does not result from physical injury to tangible property. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of bodily injury. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relation expenses or any other loss, cost or expense incurred by the Named Insured or others arising out of that which is described in Paragraph (1) or(2) above. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for all damages arising out of any one occurrence because of property damage that results from physical injury to tangible property and arises out of electronic data. C. The following definition is added to DEFINITIONS: Electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. D. For the purpose of the coverage provided by this ELECTRONIC DATA LIABILITY Provision, the definition of property damage in DEFINITIONS is replaced by the following: Property damage means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the occurrence that caused it; or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate electronic data, resulting from physical injury to tangible property. All such loss of electronic data shall be deemed to occur at the time of the occurrence that caused it. For the purposes of this insurance, electronic data is not tangible property. E. If Electronic Data Liability is provided at a higher limit by another endorsement attached to this policy, then the $100,000 limit provided by this ELECTRONIC DATA LIABILITY Provision is part of, and not in addition to, that higher limit. 9. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for CNA74705XX (1-15) Policy No: 4013130714 Page 7 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors" General Liability Extension Endorsement claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE -PER PROJECT A. For each construction project away from premises the Named Insured owns or rents, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project General Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D. When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. CNA74705XX (1-15) Policy No: 4013130714 Page 8 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement E. If a single construction project away from premises owned by or rented to the Insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: • This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud CNA74705XX (1-15) Policy No: 4013130714 Page 9 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2 018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and CNA74705XX (1-15) Policy No: 4013130714 Page 10 of 17 Endorsement No: s The Continental Insurance Co. Effective Date: 01./02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA At Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1)of WHO IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. • 14, JOINT VENTURES / PARTNERSHIP 1 LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations, except that if the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company; and If the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily injury, property damage or personal and advertising injury that would otherwise be covered under the Contractors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated (wrap-up) insurance program. 15. LEGAL LIABILITY -- DAMAGE TO PREMISES ! ALIENATED PREMISES f PROPERTY IN THE NAMED INSURED'S CARE, CUSTODY OR CONTROL A. Under COVERAGES, Coverage A -- Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: This insurance does not apply to: CNA74705XX (1-15) Policy No: 4013130714 Page 11 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement j. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraphs (1), (3) and (4)of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph (2) of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage included in the products-completed operations hazard. Paragraphs (3) and (4)of this exclusion do not apply to property damage to: i. tools, or equipment the Named Insured borrows from others, nor H. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However, the coverage granted by this exception to Paragraphs (3) and (4) does not apply to: a. property at a job site awaiting or during such property's installation, fabrication, or erection; b. property that is mobile equipment leased by an Insured; c. property that is an auto, aircraft or watercraft; d. property in transit; or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits, or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. CNA74705XX (1-15) Policy No: 4013130714 Page 12 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $26,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds $1,000. The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement. If the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii) of the Other Insurance Condition is deleted and replaced by the following: (ii) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; ti 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit. CNA74705XX (1-15) Policy No: 4013130714 Page 13 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT • Contractors' General Liability Extension Endorsement B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 18. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A, Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B -- Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: CNA74705XX (1-15) Policy No: 4013130714 Page 14 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1.ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. This PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 21. PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability. B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS —COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: 4 So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE--ELEVATORS = A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. CNA74705XX (1-15) Policy No: 4013130714 Page 15 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA Alf Rights Reserved. Includes copyrighted material of insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS —COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily lass of earnings and replace it with a $1,000. limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBROGATION - BLANKET • Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 26. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.l.P.) is attached, then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor CNA74705XX (1-15) Policy No: 4013130714 Page 16 of 17 Endorsement No; 5 The Continental. Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement 2. Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect $ on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74705XX(1-15) Policy No: 4013130714 Page 17 of 17 Endorsement No: 5 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Primary and Noncontributory - Other Insurance Condition Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART It is understood and agreed that the condition entitled Other Insurance is amended to add the following: Primary And Noncontributory Insurance Notwithstanding anything to the contrary, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. the additional insured is a named insured under such other insurance; and b. the Named Insured has agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. 0 CNA74987XX (145) • Policy No: 4013130714 Page 1 of 1 Endorsement No: 12 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. General Liability Policy-30 Days NOC CNA CNA PARAMOUNT Policy Holder Notice - Countrywide . It is understood and agreed that: If the Named insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. • cv CNA75014XX (1-15) Policy No: 4013130714 Page 1 of 1 Endorsement No: 1 The Continental Insurance Co. Effective Date: 01/02/2018 Insured Name: EXTENET SYSTEMS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. POLICY NUMBER: 4013130681 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ 1T CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE • This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s)who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: EXTENET SYSTEMS, INC. • Endorsement Effective Date: 01/02/2018 SCHEDULE Name Of Person(s) Or Organization(s): SEE ENOORSMENT no en Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an Autos Liability Coverage in the Business Auto and Motor "insured" for Covered Autos Liability Coverage, but only Carrier Coverage Forms and Paragraph D.2. of Section to the extent that person or organization qualifies as an — Covered Autos Coverages of the Auto Dealers "insured" under the Who Is An Insured provision Coverage Form, contained in Paragraph AA. of Section II — Covered CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 • POLICY NUMBER • INSURED NAME AND ADDRESS P 4013130681 EXTENET SYSTEMS, INC. 3030 WARRENVILLE RD STOP 340 LISLE, IL 60532-3633 POLICY CHANGES CA2048 DESIGNATED INSURED BLANKET This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED BLANKET ANY PERSON OR ORGANIZATION THAT THE NAMED INSURED IS OBLIGATED TO PROVIDE INSURANCE WHERE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT IS AN INSURED, BUT ONLY WITH RESPECT TO LEGAL RESPONSIBILITY FOR ACTS OR OMISSIONS OF A PERSON OR ORGANIZATION FOR WHOM LIABILITY COVERAGE IS AFFORDED UNDER THIS POLICY. • EEE Chairman of the Board Secretary G-56015-B (ED. 11/91) ExteNet Systems, Inc-Commercial Auto Policy Number 4013130681, effective 01/02/2018 to 01/02/2019 Primary coverage wording 4. Loss Payment–Physical Damage Coverages 5. Other Insurance At our option, we may: a. For any covered "auto" you own, this a. Pay for, repair or replace damaged or stolen Coverage Form provides primary insurance. property; For any covered "auto you don't own, the insurance provided by this Coverage Form is b. Return the stolen property, at our expense. excess over any other collectible insurance. We will pay for any damage that results to the However, while a covered "auto" which is a "auto"from the theft; or "trailer" is connected to another vehicle, the c. Take all or any part of the damaged or stolen Covered Autos Liability Coverage this property at an agreed or appraised value. Coverage Form provides for the"trailer" is: If we pay for the "loss", our payment will include (1) Excess while it is connected to a motor the applicable sales tax for the damaged or stolen vehicle you do not own; or property. (2) Primary while it is connected to a covered 5. Transfer Of Rights Of Recovery Against "auto" you own. Others To Us b. For Hired Auto Physical Damage Coverage, If any person or organization to or for whom we any covered "auto" you lease, hire, rent or make payment under this Coverage Form has borrow is deemed to be a covered "auto" you rights to recover damages from another, those own. However, any "auto" that is leased, rights are transferred to us. That person or hired, rented or borrowed with a driver is not a organization must do everything necessary to covered "auto," secure our rights and must do nothing after c. Regardless of the provisions of Paragraph a. "accident" or"loss"to impair them. above, this Coverage Form's Covered Autos B. General Conditions Liability Coverage is primary for any liability 1. Bankruptcyassumed under an "insured contract." Bankruptcy or insolvency of the "insured" or the d. When this Coverage Form and any other "insured's" estate will not relieve us of any Coverage Form or policy covers on the same obligations under this Coverage Form. basis, either excess or primary, we will pay only our share. Our share is the proportion 2. Concealment, Misrepresentation Or Fraud that the Limit of Insurance of our Coverage This Coverage Form is void in any case of fraud Form bears to the total of the limits of all the by you at any time as it relates to this Coverage Coverage Forms and policies covering on the Form. It is also void if you or any other "insured", same basis. at any time, intentionally conceals or 6. Premium Audit misrepresents a material fact concerning: a. The estimated premium for this Coverage a. This Coverage Form; Form is based on the exposures you told us b. The covered "auto"; you would have when this policy began. We M will compute the final premium due when we c. Your interest in the covered "auto"; or determine your actual exposures. The d. A claim under this Coverage Form. estimated total premium will be credited s 3. Liberalization against the final premium due and the first Named Insured will be billed for the balance, if If we revise this Coverage Form to provide more any. The due date for the final premium or coverage without additional premium charge, retrospective premium is the date shown as your policy will automatically provide the the due date on the bill. If the estimated total additional coverage as of the day the revision is premium exceeds the final premium due, the effective in your state. first Named Insured will get a refund. 4. No Benefit To Bailee - Physical Damage b. If this policy is issued for more than one year, Coverages the premium for this Coverage Farm will be We will not recognize any assignment or grant computed annually based on our rates or any coverage for the benefit of any person or premiums in effect at the beginning of each organization holding, storing or transporting year of the policy. — property for a fee regardless of any other provision of this Coverage Form. CA 00 01 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 9 of 12 POLICY NUMBER: 4013130681 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: EXTENET SYSTEMS, INC. Endorsement Effective Date: 01/02/2018 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO DOSS. information required to complete this Schedule, if not shown above, will be shown in the Declarations. rn rn The Transfer Of Rights Of Recovery Against Others • To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the • extent that subrogation is waived prior to the "accident" 4 or the "loss" under a contract with that person or organization. CA 04 44 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 ExteNet Systems, Inc. Commercial Auto Policy Number 4013130681, effective 01/02/2018 to 01/02/2019 C'NA "(E 02/1 NOTICE OF CANCELLATION TO CERTIFICATEHOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. a 0 m N Fr+� CNA68021XX (Ed. 02/13) Page 1 of 1 Copyright,CNA All Rights Reserved. CA Workers' Comp Policy CNA Workers Compensation And Employers Liability Insurance orc—y a :10:'se re:. 4 I ±RIAIUI$ �IMA--M/APR tQ FNlf( ii `TCir( � N { a>["HEfi� ,.. *, This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two -- Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. ExteNet Systems, Inc. Form No: G-19160-8111-19971 Policy No:WC 6 56871849 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/0212018 Endorsement No: 2; Page: 1 of 1 Policy Page: 32 of 46 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 c'Copyright CNA All Rights Reserved. Texas WOS endorsement-All Other States policy CNA Workers Compensation And Employers Liability Insurance Policy Endorsement TEXAS WIAIMERI OF'0.0, ,1FAIIGHIT''TO. RECOMERI1FR0;M1 OTF' EFIS,ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. Specific Waiver Name of person or organization X1 Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Refer to Schedule of Operations All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (-the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. ExteNet Systems, Inc. Form No: WC 42 03 04 B 106-2014) Policy No:WC 6 56871821 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/02/2018 Endorsement No: 59; Page: 1 of 1 Policy Page: 259 of 272 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 ®Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. All Other States endorsement-All Other States policy CNA Workers Compensation And Employers Liability Insurance . 'Policy En.c!DrsE men,: IWANE-WOF''0��1� Ft1:�IilTi Clilf l GOiVI�f`EFS Rlr QT HERS S,ECSIIDOR .Ni�.I T' We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. a This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, I takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another I effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. ExteNet Systems, Inc. Form No: WC 00 03 13 (04-19841 Policy No:WC 6 56871821 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/02/2018 Endorsement No: 4; Page: 1 of 1 Policy Page: 188 of 272 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 Copyright 1983 National Council on Compensation Insurance, All Other States Workers' Comp policy NOC endt CNA Workers Compensation And Employers Liability insurance Policy Eridlorserner t C Duc., `GC" r a t• r a`;n e- 0—,T- OlID EF, S It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. _ _ _ ExteNet Systems, Inc. . Form No: CC68021A (02-2013) Policy No:WC 6 56871821 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:01/02/2018 Endorsement No: 1; Page: 1 of 1 Policy Page: 119 of 201 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 0 CNA All Rights Reserved. CA Workers' Comp policy NUC endt CNA Workers Compensation And Employers Liability Insurance Policy Enclorsemem 14l aTWE OF CANOELIATP:0'TM TIO CATEHOLDERS• It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. ExteNet Systems, Inc. Form No: CC68021A (02-2013) Policy No:WC 6 56871849 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:01/02/2018 Endorsement No: 1; Page: 1 of 1 Policy Page:30 of 46 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 a CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy Enziorsernaot ./ DDI+Tl:oNAL INSURED'ENDORSEMENT This endorsement modifies insurance provided under the following: PARAMOUNT EXCESS AND UMBRELLA POLICY It is understood and agreed that: This endorsement identifies persons or organizations who are Additional Insureds under the section entitled WHO IS AN INSURED of the policy form. The persons or organizations shown in the Schedule below are Additional Insureds but only if included as insureds under the provisions of the scheduled underlying insurance shown in the Declarations of this policy and then only for the same coverage, except for limits of liability, afforded under such underlying insurance. SCHEDULE Additional Insured Blanket as required by written contract All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. __. ExteNet Sytems, Inc. Form No: CNA87134XX (10-2016) Policy No:CUE 6056871852 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/02/2018 Endorsement No: 7; Page: 1 of 1 Policy Page: 54 of 56 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, !L 60604 0 Copyright CNA All Rights Reserved. Primary/Non Contributory wording in form on Umbrella policy CNACNA Paramount Excess and Umbrella Liability or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer's prior consent. 3. Cooperation With respect to both Coverage A - Excess Follow Form Liability and Coverage B — Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph O. Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer's approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. Ct. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. With respect to Coverage A — Excess Follow Form Liability only, if: a. the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; b. Underlying Insurance includes that person or entity as an additional insured; and c. Underlying Insurance provides coverage on a primary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. R. Premium All premium charges under this Policy will be computed according to the Insurer's rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. S. In Rem Actions A quasi in rem action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. T. Separation of Insureds Except with respect to the limits of insurance, and any rights or duties specifically assigned in this Policy to the First Named Insured, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom a claim is made. U. Transfe'of Interest ExteNet Systems, Inc. Form No: CNA75504XX (03-2015) Policy No:CUE 6056871852 Policy Page: 21 of 32 Policy Effective Date:01/02/2018 Underwriting Company: The Continental Insurance Company, 333 S.Wabash Ave, Chicago, IL 60604 Policy Page: 33 of 56 Copyright CNA All Flights Reserved. Umbrella Wavier of Subrogation wording in form • NA CNA Paramount Excess and Umbrella Liability Policy Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named Insured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. W. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. is in effect or becomes effective during the policy period; and 2. was executed prior to loss. VII. DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured's goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: A. notices that are published include material placed on the Internet or on similar electronic means of communication; and B. regarding web-sites, only that part of a web-site that is about the Named Insured's goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named insured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured to give or receive notice of a claim. Auto means: A. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or B. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. Claim means a: A. suit; or ExteNet Systems, Inc. Form No: CNA75504XX (03-2015) Policy No:CUE 6056871852 Policy Page: 22 of 32 Policy Effective Date:01/02/2018 Underwriting Company: The Continental Insurance Company, 333 S Wabash Ave, Chicago, IL 60604 Policy Page: 34 of 56 e Copyright CNA All Rights Reserved. Umbrella 30 Days NOG endorsement CNA CNA Paramount Excess and Umbrella Liability Policyholder lN.lo'rit.:e It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date} is shown below, and expires concurrently with said policy unless another expiration date is shown below. ExteNet Systems, Inc. Form No: CNA75014XX (01-20151 Policy No:CUE 6056871852 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:01/02/2018 Endorsement No: 1; Page: 1 of 1 Policy Page:3 of 54 Underwriting Company: Continental Ins. Co, 333 S Wabash Ave, Chicago, IL 60604 Copyright CNA All Rights Reserved. M- /3 (;hs to- 133 .....--,, A`� CERTIFICATE OF LIABILITY INSURANCE 12/20/20118 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject td 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 CA #0H64724 1-972-581-4400 coNTNAME:ACT Ashley Harris /MA IWaldman PHONE 972-581-4400 FAX 972-581-4490 E-MMAILAIL IMA, Inc. (Dallas Division) (A/Cxt): (AIC.No): Eharris@imacor 6200 LBJ Freeway ADDRESS: ashle Y• P•com Suite 200 INSURER(S)AFFORDING COVERAGE NAIC# Dallas, TX 75240 INSURER A: VALLEY FORGE INS CO 20508 INSUREDINSURER B: NATIONAL FIRE INS CO OF HARTFORD 20478 ExteNet Systems, Inc.; ExteNet Systems (California), LLC; CONTINENTAL INS CO 35289 ExteNet Systems New York, Inc.; ExteNet Systems (Virginia) INSURER C: 3030 Warrenville Rd., 3rd FL INSURER D:AMERICAN CAS CO OF READING PA 20427 INSURERE: UNDERWRITERS AT LLOYDS LONDON 15792 Lisle, IL 60532 INSURERF: BERKLEY ASSUR CO//INSURER 0 - FEDERAL INS9462 COVERAGES CERTIFICATE NUMBER:54831692 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 PO (CIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ITLICY EFF POLICY EXP R TYPE OF INSURANCE NSR IND WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 4013130714 01/02/19 01/02/20 EACH OCCURRENCE $ 1,000,000 DAMAGE CLAIMS-MADE X OCCUR PREM SESO(EaEoccu occurrence) $ 1,000,000 MED EXP(Any one.person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PRO- X JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ B AUTOMOBILELIABILITY 4013130681 01/02/19 01/02/20 COMB aaccident)INEDSINGLELIMIT $ 1,000,000 {E ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY R AUTOS ONLY (Per accident) $ C X UMBRELLALIAB X OCCUR 6056871852 01/02/19 01/02/20 EACH OCCURRENCE $ 25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25,000,000 DED X RETENTION$ 10,000 $ D WORKERS COMPENSATION 6056871821 01/02/19 01/02/20 X STATUTE EERH AND EMPLOYERS'LIABILITY D ANYPROPRIETOR/PARTNER/EXECUTIVE Yn 6056871849 01/02/19 01/02/20 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? f I N IA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ E Professional/Cyber Liability MPL1869337 01/02/19 01/02/20 Limit 10,000,000 F Pollution Liability PCADB50067690119 01/02/19 01/02/20 Limit 10,000,000 Fidelity/Crime - INSURER G 82509542 01/02/19 01/02/20 Limit 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Clerk 10210 East Sprague Avenue AUTHORIZED REPRESENTATIVE /14 Spokane Valley, WA 99206fff I USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD aharris 54831692 DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 12/20/2018 NAME OF INSURED: ExteNet Systems, Inc.; ExteNet Systems (California), LLC; ExteNet Systems New York, Inc.; ExteNet Systems (Virginia) Additional Description of Operations/Remarks from Page 1: Certificate Holders are included as Additional Insured on the General, Automobile and Umbrella Liability Policies if required by written contract or agreement subject to the policy terms and conditions. A Waiver of Subrogation is probided in favor of "Additional Insured" on the General, Automobile, Umbrella Liability and Workers Compensation Policies if required by written contract or agreement subject to policy terms and conditions. This Insurance is Primary and Hon-Contributory on the General, Automobile and Umbrella Liability Policies subject to policy terms and conditions, Any Exclusion for Liability within 50 feet of railroad tracks has been deleted. 30 Day Notice of Cancellation with respects to the General, Automobile, Umbrella Liability and Workers Compensation Policies if required by written contract or agreement subject to the policy terms and conditions. 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XPSLFST!DPNQFOTBUJPO TUBUVUFFS BOE!FNQMPZFST(!MJBCJMJUZ Z!0!O BOZQ!SPQSJFUPS0QBSUOFS0FYFDVUJWF F/M/!FBDI!BDDJEFOU% O!0!B PGGJDFS0NFNCFS!FYDMVEFE@ )Nboebupsz!jo!OI* F/M/!EJTFBTF!.!FB!FNQMPZFF% Jg!zft-!eftdsjcf!voefs F/M/!EJTFBTF!.!QPMJDZ!MJNJU% EFTDSJQUJPO!PG!PQFSBUJPOT!cfmpx EFTDSJQUJPO!PG!PQFSBUJPOT!0!MPDBUJPOT!0!WFIJDMFT!!)BDPSE!212-!Beejujpobm!Sfnbslt!Tdifevmf-!nbz!cf!buubdife!jg!npsf!tqbdf!jt!sfrvjsfe* DFSUJGJDBUF!IPMEFSDBODFMMBUJPO TIPVME!BOZ!PG!UIF!BCPWF!EFTDSJCFE!QPMJDJFT!CF!DBODFMMFE!CFGPSF UIF!FYQJSBUJPO!EBUF!UIFSFPG-!OPUJDF!XJMM!CF!EFMJWFSFE!JO BDDPSEBODF!XJUI!UIF!QPMJDZ!QSPWJTJPOT/ BVUIPSJ\[FE!SFQSFTFOUBUJWF ª!2:99.3126!BDPSE!DPSQPSBUJPO/!!Bmm!sjhiut!sftfswfe/ BDPSE!36!)3127014*Uif!BDPSE!obnf!boe!mphp!bsf!sfhjtufsfe!nbslt!pg!BDPSE f00- 13:� € i/ 8- / 3 3 A� h® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 12/29/2023 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 have ADDITIONAL INSURED provisions or 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 IMA, Inc. - Dallas Division 14221 Dallas Parkway, Suite 700 Dallas TX 75254 CONTACT NAME: IMA Dallas Team PHONE FAX � 972-458-8700 A/c No): ADDRESS: DALCERTACCTS@imaeorp.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: The Hanover Insurance Company 22292 INSURED ExteNet Systems LLC; ExteNet Systems (California), LLC; ExteNet Systems New York Inc; ExteNet Systems INSURERB: Massachusetts Bay Insurance Company 22306 INSURERC: (Virginia) INSURER D : INSURER E : 5844 John Hickman Parkway — Suite 600 Frisco TX 75034 INSURER F COVERAGES CERTIFICATE NUMBER: 19026802 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 LTR OF INSURANCE ADDTYPE INSD WVDSUBR POLICY NUMBER MM POLICY EFF / DNYYY POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIALGENERALLIABILITY ZHDH87380402 1/2/2024 1/2/2025 EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR PREM SESOEa.Ccur EITEence $ 1,000,000 X MED EXP (Any one person) $ 15,000 BI/PD DED: $25K X XCU not EXCLUDED PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY � JE � [X] LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY AHDH85596102 1/2/2024 1/2/2025 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ AUTO IANY OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLALIAB X OCCUR UHDH87381002 1/2/2024 1/2/2025 EACH OCCURRENCE $25,000,000 AGGREGATE $25,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE YN VVZDH85619702 1/2/2024 1/2/2025 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED7 (Mandatory in NH) / A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below A Profess ional/CyberLiability LHDH87384802 1/2/2024 1/2/2025 Limit Retention $10,000,000 $75,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) "Invasion of Privacy is Included in Cyber Liability coverage. Pollution Liability Coverage: Policy #PCADB50239310124 Effective Dates: 01/02/2024-01/02/2025 Insurer: Berkley Insurance Company $10,000,000 Limit; Claims Made See Attached... 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. 10210 E Sprague Avenue Attn: Susan Bullock AUTHORIZED REPRESENTATIVE ( J Spokane Valley WA 99206 USA ' ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD i AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED IMA, Inc. - Dallas Division ExteNet Systems LLC; ExteNet Systems (California), LLC; ExteNet Systems New York Inc; ExteNet Systems POLICY NUMBER (Virginia) 5844 John Hickman Parkway — Suite 600 Frisco TX 75034 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Certificate Holders are included as Additional Insured on the General, Automobile and Umbrella Liability Policies if required by written contract or agreement subject to the policy terms and conditions. A Waiver of Subrogation is provided in favor of "Additional Insured" on the General, Automobile, Umbrella Liability and Workers Compensation Policies if required by written contract or agreement subject to policy terms and conditions. This Insurance is Primary and Non -Contributory on the General, Automobile and Umbrella Liability Policies subject to policy terms and conditions. Any Exclusion for Liability within 50 feet of railroad tracks has been deleted. 30 Day Notice of Cancellation with respects to the General, Automobile, Umbrella Liability and Workers Compensation Policies if required by written contract or agreement subject to the policy terms and conditions. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD