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24-079.00ZiplyFiberFranchiseAgreement CITY OF SPOKANE VALLEY SPOKANE COUNTY,WASHINGTON ORDINANCE NO. 24-003 AN ORDINANCE OF THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, WASHINGTON, GRANTING A NON-EXCLUSIVE FRANCHISE TO ZIPLY FIBER PACIFIC, LLC TO CONSTRUCT, MAINTAIN AND OPERATE TELECOMMUNICATIONS 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, do ordain 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. "Community and Public Works Director" shall mean the Spokane Valley Community and Public Works Director or his/her designee. "construction" or"construct"shall mean constructing, digging, excavating, laying, testing, operating, extending, upgrading, renewing, removing, replacing, and repairing a facility. Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 1 of 17 "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" (sometimes referred to as Ordinance) shall mean the legal document issued by the City which grants rights to Grantee to construct and operate its telecommunication facilities as set forth herein. "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(10). "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. "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 Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 2 of 17 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 the "City"), hereby grants unto Ziply Fiber Pacific, LLC (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 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). 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. Grantee agrees to reserve to the City the right to access four dark fiber strands (2 pair)along the route identified in Exhibit A as adopted or amended,within the boundaries of the City, for sole and exclusive municipal, non-commercial use or designation (the "City Reserved Fibers"). City agrees that it shall not use the City Reserved Fibers as a public utility provider of telecommunications business service to the public. B. The City shall have the right to access by connection to the City Reserved Fibers at existing Grantee splice points or reasonably established access points within the City limits; provided that all splicing shall be sole responsibility of the Grantee. The City shall provide at least 30 days written notice of intent to access the City Reserved Fibers. Upon any access or use of the City Reserved Fibers, City shall pay Grantee a recurring monthly charge of$34.00 per fiber pair per mile in use by the City (the "City Fiber Rate") unless otherwise specifically agreed by both the parties in writing and shall enter into Grantee's standard "Fiber License Agreement" which shall govern the terms and conditions for use of the City Reserved Fibers. Said recurring monthly charge shall not be imposed until such time as the fiber is put into use by the City. C. In the event the City Reserved Fibers are the last fibers remaining in Grantee's fiber bundle, then the following shall apply: 1. If the City is using the fibers, then the rate the City shall pay Grantee will change from the City Fiber Rate to Grantee's standard commercial rate. 2. If the City is not using the fibers, the City shall have the option of abandoning the City Reserved Fibers in lieu of paying Grantee's standard commercial rate. Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 3 of 17 3. If Grantee installs additional fiber capacity,the City's right to use four dark fiber strands as set forth in subsections A and B, immediately above, shall again be in effect. D. The City shall pay all costs associated with constructing any connection to the City Reserved Fibers. The City Reserved Fibers shall have a term that matches the duration of this Franchise Ordinance ("Reserved Fiber Term"). E. Consistent with RCW 35.99.070, at such time when Grantee is constructing, relocating, or placing ducts or conduits in public rights-of-way,the Community and Public Works Director 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 Community and Public Works Director 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. 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 the 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 Community and Public Works Director's written notice to Grantee and in accordance with RCW 35.99.060,the City may Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 4 of 17 cause and/or effect such removal, 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 the Grantee, shall have preference as to the positioning and location of such utilities so installed with respect to the 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,the Grantee shall wholly and at its own expense make such provisions necessary to eliminate the interference or damage to the satisfaction of the Community and Public Works Director. 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. The 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 the Grantee's sole cost and expense. Section 11. Emergency Response. The 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 Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 5 of 17 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 the 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 the Grantee shall be responsible to reimburse the City for its costs and any expenses. Section 12. One-Call System. Pursuant to chapter 19.122 RCW, 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. 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, the 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 Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 6 of 17 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 right-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 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 specification, Grantee shall complete relocation of its telecommunications facilities at no charge or expense to the City in order to accommodate the improvement project in accordance with RCW 35.99.060(2). Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 7 of 17 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 attorneys' 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. Section 20. Abandonment of Grantee's Telecommunications Facilities. A. Underground facilities: Grantee shall remove any facilities which have not been used to provide telecommunications services for a period of at least 90 days 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. B.Aboveground facilities: Grantee shall remove any facilities which have not been used to provide telecommunications services for a period of at least 90 days. C. 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. Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 8 of 17 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. The Grantee shall also provide an electronic format 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 addition to subsection A of this section, the City may request that Grantee provide the information described in subsection A of this section as needed for specific projects to avoid harm to Grantee's facilities. To the extent such requests are limited to specific telecommunications facilities at a given location within the franchise area 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. D. In addition to the requirements of subsection A 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 exempt from public inspection or copying. The City agrees to timely provide the 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 Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 9 of 17 dispute for a reasonable amount of time to allow Grantee an opportunity to file a legal action under RCW 42.5.6.540. Section 22. Limitation on Future Work. In the event that the City constructs a new street or reconstructs an existing street,the 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. Any such refusal shall be supported by a written statement from the Community and Public Works Director 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 Municipal Code and this franchise, City 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 for in section 37. Section 27. Indemnification. A. Grantee hereby covenants not to bring suit and agree 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: 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 the proximate cause; Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 10 of 17 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 radio frequency 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 A 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 attorneys' fees, the reasonable costs of the City, and reasonable attorneys' fees of recovering under this subsection. Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 11 of 17 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 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. Applicant'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 the Applicant'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 Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 12 of 17 limits no less than $2,000,000 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: 1. The 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 the Grantee's insurance and shall not contribute with it. 2. The Grantee's insurance shall be endorsed to state that coverage shall not be cancelled, except after 30 days prior written notice has been given to the City. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 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, in the amount of $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 Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 13 of 17 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 to, 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. Section 33. Acceptance. Not later than 60 days after passage of this Ordinance, the Grantee must 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, 8, 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 its 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 teiin 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 Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 14 of 17 writing: The City: City of Spokane Valley Attn: City Clerk 10210 East Sprague Avenue Spokane Valley, WA 99206 Grantee: Ziply Fiber Pacific, LLC Attn: Legal Department 135 Lake Street South, Suite 155 Kirkland, WA 98033 legal@ziply.com 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. 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 12th day of March 2024. b —N, Pam Haley, Mayor ATT T: 10) Marci tterson, City Clerk Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 15 of 17 Approved as to Form: of the City orney Date of Publication: 4 5•Z14 Effective Date: LiIQ, 2-4 Ordinance 24-003,Ziply Fiber Pacific, LLC Franchise 16 of 17 Accepted by Ziply Fiber Pacific,LLC: • By: I �' � ,�r`�� .V / fls`sac,4-7,c-- G�- aciAL Cathis6A._ The Grantee, Ziply Fiber Pacific, LLC for itself, and for its successors and assigns, does accept all of the terms and conditions of the foregoing franchise. IN WITNESS WHEREOF,Geosio e- i3 r am•\ 10050 A/3(Lhas signed this 2O-7`--r day of 1'10L-,i,2024. Subscribed and sworn before me this 2o. day of ,r rC cal ,2024. 79-a. 0,4 )/''.1-':'--e'7(17 Notary Public.in and for the State of itti,4 residing in �<,�.�,l� �,.,�.�r�"�,�' LANDRHALL My commission expires pNotary Public EW te of Washington mission# 20103472 m. Expires Nov 8, 2027 Ordinance 24-003,Ziply Fiber Pacific,LLC Franchise 17 of 17 Client#: 1759630 NWFIBER ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY)03/22/2024 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Rebecca Chao USI Insurance Services NW CL PHONE 206 441-6300 FAX 610-362-8530 (A/C,No,Ext): (A/C,No): 601 Union Street, Suite 1000 ADDRESS: rebecca.chao@usi.com Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Alaska National Insurance Company 38733 INSURED INSURER B:Old Republic Insurance Company 24147 Northwest Fiber, LLC, dba Ziply Fiber INSURER C: Wholesail Networks, LLC INSURER D: 135 Lake Street S,Suite 155 INSURER E: Kirkland,WA 98033 INSURER F: COVERAGES CERTIFICATE NUMBER: 44128354 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY X X 23DLS11759 04/30/2023 04/30/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE RENTED $1,000,000 X PD Ded:2,500 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY X X 23DAS11759 04/30/2023 04/30/2024 W.M.BcclIcreD4INGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) $ A X UMBRELLA LIAB X OCCUR X X 23DLU11759 04/30/2023 04/30/2024 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$10000 $ A WORKERS COMPENSATION X 23DWS11759 04/30/2023 04/30/2024 X STATUTE EOTH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) **Workers Comp Information** B MWC31551023 Eff Date: 04/30/2023 Exp Date: 04/30/2024 WC Each Accident Limit: $1,000,000 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Cityof Spokane ValleyAttn: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Avenue Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE I ti '. /ylti ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD _ __ DESCRIPTIONS (Continued from Page 1) WC Policy Limit: $1,000,000 WC Each Employee Limit: $1,000,000 Certificate Holder is included as Additional Insured as respects General Liability and Umbrella Liability coverages, only when required by written contract or agreement, and only with regard to work performed by or on behalf of the named insured.Additional Insured status is also granted under the Auto Liability insurance, but only with respect to liability arising out of the ownership, maintenance or use of autos covered by this policy.These coverages are considered primary and non-contributory if required by the written contract or agreement.Waiver of subrogation applies in favor of Certificate Holder under General Liability, Auto Liability, Umbrella Liability and Workers Compensation, as required by written contract or agreement. SAGITTA 25.3(2016/03) 2 of 2 Alaska National Policy#23DLS11759 6 INSURANCE COMPANY CONTRACTORS' GENERAL LIABILITY ENHANCEMENT ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Coverage Part. SCHEDULE OF COVERAGES ARE SUMMARIZED BELOW 1. Miscellaneous Additional Insureds 14. In Rem Actions 8 additional insured extensions. 1. MISCELLANEOUS ADDITIONAL INSUREDS Primary and Noncontributory Insurance Section II Who Is An Insured is amended to 2. Damage To Premises Rented to You include as an additional Insured any person or Limit increased to $1,000,000. organization described in Paragraphs 2.a.through 2.h. below whom you are required to add as an 3. Medical Payments additional insured on this policy under a written Limits increased to $15,000. contract or written agreement. However, the Reporting period increased to three years from the written contract or written agreement must be: date of accident. 1. Currently in effect or becoming effective 4. Non-owned Watercraft during the term of this policy; and Increased to 50 feet. 2. Executed prior to the "bodily injury", 5. Supplementary Payments "property damage" or"personal injury and Cost of bail bonds increased to $10,000. advertising injury", but Daily loss of earnings increased to $500. Only the following persons or organizations 6. Newly Formed Or Acquired Organizations are additional insureds under this Coverage extended to the end of the policy period endorsement and coverage provided to such or the next anniversary of this policy's effective additional insureds is limited as provided date. herein: 7. Liberalization Clause a. State or Governmental Agency or Subdivision or Political Subdivi- 8. Unintentional Failure To Disclose Hazards sions 9. Notice of Occurrence Any state or governmental agency or subdivision or political subdivision that 10. Broad Knowledge of Occurrence has issued a permit in connection with operations performed by you or on 11. Bodily Injury - Extension of Coverage your behalf and that you are required by any ordinance, law or building code 12. Expected Or Intended Injury to include as an additional insured on Reasonable force - bodily injury or property this coverage part is an additional damage. insured, but only with respect to liability for "bodily injury", "property 13. Blanket Waiver of Subrogation damage", "personal and advertising Waiver of subrogation where required by written injury" arising out of such operations. contract or written agreement. nnuir' ni AO'7 an not Pane 1 of 6 Alaska National INSURANCE COMPANY The insurance provided to such state e. Owners or Other Interests From or political subdivision does not apply Whom Land Has Been Leased to any "bodily injury", "property damage" or"personal and advertising An owner or other interest from whom injury" arising out of operations land has been leased by you but only performed for that state or political with respect to liability arising out of subdivision. the ownership, maintenance or use of that specific part of the land leased to b. Controlling Interest you and subject to the following additional exclusions: Any persons or organizations with a controlling interest in you but only with This insurance does not apply to: respect to their liability arising out of: (1) Any "occurrence" which takes (1) Their financial control of you, or place after you cease to lease that land; or (2) Premises they own, maintain or control while you lease or occupy (2) Structural alterations, new con- these premises. struction or demolition operations performed by or on behalf of such This insurance does not apply to additional insured. structural alterations, new construc- tion and demolition operations f. Co-owner of Insured Premises performed by or for such additional insured. A co-owner of a premises co-owned by you and covered under this c. Managers or Lessors of Premises insurance but only with respect to the co-owners liability as co-owner of A manager or lessor of premises but such premises. only with respect to liability arising out of the ownership, maintenance or use g. Lessor of Equipment of that specific part of the premises leased to you and subject to the Any person or organization from following additional exclusions: whom you lease equipment. Such person or organization is an additional This insurance does not apply to: insured only with respect to their liability for "bodily injury", "property (1) Any "occurrence" which takes damage" or"personal and Advertising place after you cease to be a injury" caused, in whole or in part, by tenant in that premises; or your maintenance, operation or use of equipment leased to you by such (2) Structural alterations, new con- person or organization. A person's or struction or demolition operations organization's status as an additional performed by or on behalf of such insured under this endorsement ends additional insured. when their written contract or written agreement with you for such leased d. Mortgagee, Assignee or Receiver equipment ends. A mortgagee, assignee or receiver but With respect to the insurance afforded only with respect to their liability as these additional insureds, the mortgagee, assignee, or receiver and following additional exclusions apply: arising out of the ownership, maintenance, or use of a premises by This insurance does not apply: you. (1) To any "occurrence" which takes This insurance does not apply to place after the equipment lease structural alterations, new construc- expires; or tion or demolition operations performed by or for such additional insured. nnn� �i n'i 4n oa Pane 2 of 6 Alaska National • 4 INSURANCE COMPANY (2) To "bodily injury", "property additional insured. However, damage", or "personal and even if coverage within the advertising injury" arising out of "products-completed operations the sole negligence of such hazard" is required by the written additional insured. contract, such coverage is available to the additional insured h. Owners, Lessees or Contractors only if the "bodily injury" or "property damage" occurs prior to (1) Such person or organization is an the end of the time period during additional insured for "bodily which you are required by the injury", "property damage" and written contract to provide such "personal and advertising injury" coverage or the expiration date of if, and only to the extent that, the the policy, whichever comes first. injury or damage is caused by negligent acts or omissions of you Any insurance provided to an additional or your subcontractor in the insured designated under Paragraphs 2.a. performance of "your work" to through 2.g. above does not apply to "bodily which the written contract applies. injury" or "property damage" included within This person or organization does the products-completed operations hazard." not qualify as an additional insured with respect to injury or Primary And Noncontributory Insurance damage caused in whole or in part by independent negligent acts or The following is added to the Other Insurance omissions of such person or Condition and supersedes any provision to the organization. contrary: (2) However, this insurance does not This insurance is primary to and will not seek apply to "bodily injury", "property contribution from any other insurance available to damage" or "personal and advertising injury"arising out of an an additional insured under your policy provided architect's, engineer's, or that: surveyor's rendering of or failure to render any professional (1) The additional insured is a Named services including: Insured under such other insurance; and i. the preparing, approving, or failing to prepare or approve (2) You have agreed in writing in a maps, drawings, opinions, contract or agreement that this reports, surveys, change insurance would be primary and orders, design or would not seek contribution from o s and any other insurance available to specifications; the additional insured. ii. supervisory, inspection, or Section III - Limits of Insurance, the following is engineering services. added: (3) The insurance provided to this With respect to the insurance afforded to the additional insured, does not cover additional insureds described in Paragraphs a. "bodily injury" or "property through h. above, the most we will pay on behalf of damage" caused by your such additional insured is the amount of insurance: negligent acts and omissions in the performance of "your work" (1) Required by the contract or that occurs within the "products- completed operations hazard", agreement; or unless the written contract (2) Available under the applicable contains a specific requirement that you procure completed Limits of Insurance shown in the operations coverage or coverage Declarations; within the "products-completed operations hazard"for the whichever is less. ,,.1,-. # I ,,f-, w., .,n Dano '2nfC, Alaska National INSURANCE COMPANY This provision shall not increase the applicable 4. NON-OWNED WATERCRAFT Limits of Insurance shown in the Declaration. A. If endorsement CG 21 09, CG 21 10, CG 24 2. Damage To Premises Rented to You 50, or CG 24 51 is attached to the policy, Paragraph A. 2. g. (2) (b) is replaced by the SECTION III — LIMITS OF INSURANCE, following: Paragraph 6. is replaced by the following: (b) A watercraft that you do not 6. Subject to Paragraph 5. above, the own that is: Damage to Premises Rented to You Limit is the most we will pay under Coverage A (i) Less than 50 feet long: for damages because of "property and damage" to any one premises, while rented to you, or in the case of damage by (ii) Not being used to carry fire, while rented to you or temporarily persons or property for a occupied by you with permission of the charge. owner. B. If Paragraph A. does not apply, Paragraph g. If a limit is shown for Damage to Premises Rented (2) of 2. EXCLUSION under SECTION I — to You the most we will pay under Coverage A for COVERAGES, COVERAGE A — BODILY damages because or "property damage" to any INJURY AND PROPERTY DAMAGE one premises is the Limit shown in the LIABILITY is replaced by the following: Declarations or$1,000,000, whichever is greater. (2) A watercraft that you do not own 3. MEDICAL PAYMENTS that is: A. Section III — Limits of Insurance, Paragraph (a) Less than 50 feet long; and 7. is replaced by the following: (b) Not being used to carry 7. Subject to Paragraph 5.above the Medical persons or property for a Expense Limit is the most we will pay charge. under Coverage C for all medical expenses because of "bodily injury" 5. SUPPLEMENTARY PAYMENTS sustained by any one person. A. Under Section I - Supplementary Payments If a limit is shown for Medical Expense in -Coverage A and B, Paragraph 1.b., the limit the Declarations the most we will pay of $250 shown for the cost of bail bonds is under Coverage C for all medical replaced by$10,000; expenses because of "bodily injury" sustained by any one person is the Limit B. In Paragraph 1.d., the limit of$250 shown for shown in the Declarations or $15,000, daily loss of earnings is replaced by$500. whichever is greater. 6. NEWLY FORMED OR ACQUIRED B. This provision 5. (Medical Payments)does not ORGANIZATIONS apply if Section I - Coverage C Medical Payments is excluded either by the provisions Paragraph 3.a. of Section II -Who Is An Insured of the Coverage Part or by endorsement. is deleted and replaced by the following: C. Paragraph 1.a.(3)(b) of Section I - Coverage Coverage under this provision is afforded only until C - Medical Payments, is replaced by the the end of the policy period or the next anniversary following: of this policy's effective date after you acquire or form the organization, whichever is earlier. (b) The expenses are incurred and reported to us within three years of the date of the accident; and .... — n...,. A sc Alaska National �•�-Ok e. INSURANCE COMPANY 7. LIBERALIZATION CLAUSE 10. BROAD KNOWLEDGE OF OCCURRENCE If we adopt a change in our forms or rules which The following is added to Paragraph 2. of Section would broaden coverage for contractors under this IV - Commercial General Liability Conditions - endorsement without an additional premium Duties in The Event of Occurrence, Offense, charge, your policy will automatically provide the Claim or Suit: additional coverages as of the date the revision is effective in your state. You must give us or our authorized representative notice of an "occurrence", offense, claim, or "suit" 8. UNINTENTIONAL FAILURE TO DISCLOSE only when the"occurrence", offense, claim or"suit' HAZARDS is known to: SECTION IV — COMMERCIAL GENERAL (1) You, if you are an individual; LIABILITY CONDITIONS — Paragraph 6. — Representations is replaced by the following: (2) A partner, if you are a partnership; 6. Representations (3) An executive officer or the employee designated by you to By accepting this policy, you agree: give such notice, if you are a corporation; or a. The statements in the Declarations are accurate and complete; (4) A manager, if you are a limited liability company. b. Those statements are based upon 11. EXPANDED BODILY INJURY representations you made to us; and Section V - Definitions, the definition of "bodily c. We have issued this policy in reliance injury" is changed to read: upon your representations. "Bodily injury" means bodily injury, sickness or The unintentional omission of, or unintentional disease sustained by a person, including death, error in, any information you provided to us humiliation,shock, mental anguish or mental injury which we relied upon in issuing this policy will by that person at any time which results as a not prejudice your rights under this insurance. consequence of the bodily injury, sickness or However, this provision does not affect our disease. right to collect additional premium or to exercise our rights of cancellation or 12. EXPECTED OR INTENDED INJURY nonrenewal in accordance with applicable laws and regulations. Exclusion a. of Section I - Coverage A - Bodily Injury and Property Damage Liability is replaced 9. NOTICE OF OCCURRENCE by the following: The following is added to Paragraph 2. of Section a. "Bodily injury" or "property damage" IV - Commercial General Liability Conditions - expected or intended from the Duties In The Event of Occurrence, Offense, standpoint of the insured. This Claim or Suit: exclusion does not apply to "bodily injury" or "property damage" resulting Your rights under this Coverage Part will not be from the use of reasonable force to prejudiced if you fail to give us notice of an protect persons or property. "occurrence", offense, claim or "suit" and that failure is solely due to your reasonable belief that the "bodily injury" or "property damage" is not covered under this Coverage Part. However, you shall give written notice of this "occurrence", offense, claim or "suit" to us as soon as you are aware that this insurance may apply to such "occurrence", offense, claim or"suit." A K I I C' ll I n,17 All Il A x t Alaska National k INSURANCE COMPANY 13. BLANKET WAIVER OF SUBROGATION However, this waiver applies only when you have agreed in writing to waive such rights of recovery The Transfer Of Rights Of Recovery Against in a contract or agreement, and only if the contract Others To Us Condition (Section IV - or agreement: Commercial General Liability Conditions) is amended by the addition of the following: 1. Is in effect or becomes effective during the term of this policy; and We waive any right of recovery we may have against any person or organization because of 2. Was executed prior to loss. payments we make for injury or damage arising out of: 14. IN REM ACTIONS 1. Your ongoing operations; or Any action in rem against any vessel owned, operated by or for, or chartered by or for you will 2. "Your work" included in the "products- be treated in the same manner as though the completed operations hazard." action were in personam against you. This endorsement changes the policy to which it is attached and, unless otherwise stated, is effective on the date issued at 12:01 A.M. standard time at your mailing address shown in the policy. The information below is required only when this endorsement is issued subsequent to commencement of the policy. Endorsement Effective Policy No. 23DLS11759 Insured Endorsement No. Countersigned By Includes copyrighted material of Insurance Services Office, Inc., with its permission A P.II n n l An, A fl ll A Il...... G ..F G Client#: 1759630 NWFIBER ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 1 4/29/2024 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Insurance Services NW CL CONTACT Sarah Mayko HC(AIN o Et): 206 441-6300 FAX ac, No: 610-362-8530 601 Union Street, Suite 1000 Seattle, WA 98101 E-MAIL ADDRESS: sarah.mayko@usi.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Alaska National Insurance Company 38733 INSURED Northwest Fiber, LLC, dba Ziply Fiber Wholesail Networks, LLC 135 Lake Street S,Suite 155 INSURER B : Old Republic Insurance Company 24147 INSURERC: INSURERD: Kirkland, WA 98033 INSURER E : _ INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 TYPE OF INSURANCE ADDL INSR SUB WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMBS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE XOCCUR PD Ded:2,500 X X 24DLS11759 4/30/2024 04/30/202 EACH�OCCrURRRENCE $1 000000 PREMISES Eaoccu ante $1,000,000 X MED EXP (Any one person) $15 000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY E 0 LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY X X 24DAS11759 4/30/2024 04/30/202 COMBINED SINGLE LIMIT Ea axident 1,000,000 X BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X 24DLU11759 4/30/2024 4/30/2024 04/30/202 04/30/202 EACH OCCURRENCE $10 000 000 AGGREGATE $10 00O 000 DED I X RETENTION $10000 X PER OTH- $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? � (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A- X MWC31551024 E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ** Workers Comp Information ** A 24DWS11759 Eff Date: 04/30/2024 Exp Date: 04/30/2025 WC Each Accident Limit: $1,000,000 (See Attached Descriptions) City of Spokane Valley Attn: City Clerk 10210 East Sprague Avenue Spokane Valley, WA 99206 W_uLej0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE p� © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 Of 2 The ACORD name and logo are registered marks of ACORD #S44573012/M44474804 SACT DESCRIPTIONS (Continued from Page 1) WC Policy Limit: $1,000,000 WC Each Employee Limit: $1,000,000 Certificate Holder is included as Additional Insured as respects General Liability and Umbrella Liability coverages, only when required by written contract or agreement, and only with regard to work performed by or on behalf of the named insured. Additional Insured status is also granted under the Auto Liability insurance, but only with respect to liability arising out of the ownership, maintenance or use of autos covered by this policy. These coverages are considered primary and non-contributory if required by the written contract or agreement. Waiver of subrogation applies in favor of Certificate Holder under General Liability, Auto Liability, Umbrella Liability and Workers Compensation, as required by written contract or agreement. SAGITTA 25.3 (2016/03) 2 Of 2 #S44573012/M44474804