The URL can be used to link to this page

Home My WebLink About24-078.01 Wholesail Networks LLC - Franchise AgreementJ- 135 Lake Street South, Suite 1000 Kirkland, WA 98033 (503)431-0458 Jessica.epley@ziply.com December 29, 2025 ZIP Y� fiber Sent via electronic mail to Robert Blegen (rblegen@spokanevalleywa.gov) Robert Blegen Public Works Director — Spokane Valley 10210 E. Sprague Avenue Spokane Valley, WA 99206 Re: Ordinance 24-004 between the City of Spokane Valley and Wholesail Networks, LLC dated March 12, 2024 Mr. Blegen: am writing to inform you that Ziply Fiber has entered into an agreement under which NFC Northwest, LLC ("NFC Northwest") will fund construction and own fiber network assets in Spokane Valley, Washington. As part of this funding agreement, Wholesail Networks will assign its Franchise Agreement to NFC Northwest. Pursuant to Section 32 of the Franchise Agreement, Wholesail Networks is notifying you of a transfer of the Franchise Agreement to NFC Northwest. Its affiliate, Ziply Fiber Pacific ("Pacific") will retain its franchise agreement. NFC Northwest is a strategic partnership between BCE, Inc. (Ziply Fiber's ultimate parent company) and PSP Investments ("PSP"), one of Canada's largest pension fund investors. NFC Northwest is jointly owned by Ziply Fiber and PSP. You can learn more about the formation of NFC Northwest in this press release. Each of the partners are committed to the success of NFC Northwest, as further evidenced by the comfort letters from each partner regarding their financial support. See Exhibit A. Wholesail Networks and NFC Northwest are affiliated companies for the purposes of Section 32 of the Franchise Agreement. All operational matters for building the fiber network in Spokane Valley will remain with Pacific. Under Ziply Fiber's agreement with NFC Northwest, Pacific will file for and coordinate all required permits. Pacific will manage all construction activities and serve as your point of contact for all activity under both the NFC Northwest franchise and the Ziply Fiber Pacific franchise. Pacific will manage all citizen comments and questions and will respond to any citizen inquiries. You will see no change in contact personnel as a result of this partial assignment. As Pacific retains all end user customer relationships, your citizens will see no change in their service provider and all customer matters will remain the responsibility of Pacific. Pacific will retain its franchise for use in building and maintaining certain transport fiber facilities in Spokane Valley. I have attached a map which demonstrates which current facilities will remain with Ziply Fiber and which current facilities will be owned by NFC Northwest. See Exhibit B. Ziply Fiber anticipates that almost all future construction in Spokane Valley will be done under the NFC Northwest franchise. ziplyfiber.com In connection with the assignment of the Franchise Agreement, NFC Northwest agrees to be bound by all terms and conditions of the Franchise Agreement as it relates to its network. The Effective Date of this partial assignment is January 31, 2026. The following information will apply to the new NFC franchise: Grantee: NFC Northwest, LLC, a Delaware limited liability company with an office at 135 Lake Street S, Suite 155; Kirkland, WA 98033 Notice: NFC Northwest, LLC c/o Ziply Fiber Pacific, LLC 135 Lake Street S, Suite 155 Kirkland, WA 98033 Attn: Legal Department Email: legal(a).ziply.com We appreciate your attention to this notice and your continued partnership as we expand fiber infrastructure in Spokane Valley. Please direct any questions regarding the assignment or related operational matters to the undersigned. To proceed, we request acknowledgment of this assignment below. We look forward to continuing to work collaboratively with the City and your residents. Sincerely, �i Jessica Epley VP - Regulatory & External Affairs Ziply Fiber City Acknowledgement The undersigned, as of the date set forth below, hereby acknowledges the assignment of Ordinance 24-004 between the City of Spokane Valley and Wholesail Networks, LLC dated March 12, 2024. City of Spokane Valley By: l� Name: GI(?CrLk M(J VA I� Title: AGtwy A H,1� Date: f 12—`5/2-G NFC Northwest, LLC Acceptance 2 0 i W(VI & " ziplyfiber.com ziply fiber Effective on January 31, 2026, NFC Northwest, LLC hereby agrees to accept partial assignment and to be bound by all of the terms of Ordinance 24-004 between the City of Spokane Valley and Wholesail Networks, LLC dated March 12, 2024. la Byron E. Springer, Jr. NFC Northwest, LLC Authorized Person ziply' ziplyfiber.com - C Y Or �� Spokane ,;oOValleyM KNOW ALL BY THESE PRESENTS BOND NO: 79B002803 Franchise Bond to City of Spokane Valley, Washington THAT we, NFC Northwest, LLC, as Principal, and Liberty Mutual Insurance Company, as Surety, a corporation, organized under the laws of Massachusetts and licensed to do business in the State of Washington as surety and named in the current list of "Surety Companies Acceptable in Federal Bonds" as published in the Federal Register by the Audit Staff Bureau of Accounts, U.S. Treasury Dept., are held and firmly bound unto the City of Spokane Valley, 10210 E. Sprague Ave. Spokane Valley, WA 99206, as Obligee, in the sum of Twenty Five Thousand and 00/100 Dollars ($25,000.00), for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. WHEREAS, the above bound Principal has entered into a written agreement, Franchise Ordinance #24-004 (hereinafter the "Franchise") which grants a franchise to Principal to install, construct, operate, maintain, and replace telecommunication facilities located within the rights -of -way of the City. Principal has agreed to faithfully perform and observe and fulfill all terms and conditions of said Franchise and said agreement is hereby made a part of this bond with like force and effect as if herein set forth in length. NOW, THEREFORE, the condition of this obligation is such that this Franchise Bond shall become null and void, if and when the Principal, its heirs, executors, administrators, successors, or assigns shall well and faithfully perform, observe, and fulfill all of the Principal's obligations of the Franchise and perform, observe, and fulfill all terms and conditions of any and all duly authorized modifications, additions, and changes to said Franchise that may hereafter be made, at the time and in the manner therein specified; and if such performance obligations have not been fulfilled, this bond shall remain in full force and effect. The Surety for value received agrees that no change, extension of time, alteration or addition to the terms of the Franchise shall in any way affect its obligation on this bond, and waives notice of any change, extension of time, alteration or addition to the terms of the Franchise or the work performed. This bond may be terminated or cancelled by Surety by 60 days prior notice in writing to Principal and to 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. The liability of the Surety shall be limited to the amount set forth above and is not cumulative. This bond may be executed in two original counterparts, and shall be signed by the parties' duly authorized officers. This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the Surety. PRINCIPAL 3 1 Ct& Principal t ignature Date Printed Names (( f/ 'Q LA Title Liberty j Wty#1 IMurance Company Surety Signature 2,d Ml amh 2026 Olivia Spada Printed Name Attorney -in -Fact - Title - Name, address, and telephone of local office/agent of Surety Company is: Libgiy Mutual Surety, 1001 4" Avenue, Suite 3800, Seattle, WA, 98154 - Telephone: (610) 832-8240 10�1. Liberty POWER OF ATTORNEY Mutual® Liberty Mutual Insurance Company SURETY The Ohio Casualty Insurance Company West American Insurance Company Certificate No: 8215430-967049 KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the "Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Joanne Czlapinski; Kimberly Fitzgerald; Rebecca Johnson, Christopher Kelly; John B. O'Keefe; Olivia Spada; Michael Tedone all of the city of Hartford state of CT each individually if there be more than one named, its true and lawful attomey-in-fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 16th day of January , 2026 . ui co State of PENNSYLVANIA ss rn County of MONTGOMERY Liberty Mutual Insurance Company P� 1NSURq P�vV INS&OP4 NX *1 okq- q The Ohio Casualty Insurance Company A,J o°NPORar ti0 �° °°aPO�.�y �P°oaPORvr y� West American Insurance Company � 3 Fo F �c 3 Fo m W 3 Fo F 1912 0 0 1919 1991 0 o t%'`r9A CHusda i0 MAMPSa`.dL �s �NDIANP' ,aa * By: Nathan J. Zangede, Assistant Secretary On this 16th day of January , 2026 before me personally appeared Nathan J. Zangerle, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance u Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes �" therein contained by signing on behalf of the corporations by himself as a duly authorized officer. N � @ 'rn O do C rn� tT � O.c E IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written. 9P PAST µON W F� Commonwealth or Pennsylvania - Notary Seal Upµi y Teresa Pastella, Notary Public OF Montgomery County My commission expires March 28, 2029 By �? Commission number 1126044 Member, Pennsylvania Association of Notaries Ry Notary Public This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE IV - OFFICERS: Section 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE XIII - Execution of Contracts: Section 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in -fact subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation - The President of the Company, acting pursuant to the Bylaws of the Company, authorizes Nathan J. Zangerle, Assistant Secretary to appoint such attorneys -in -fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization - By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed. I, Renee C. Llewellyn, the undersigned; Assistant Secretary, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attorney executed by said Companies, is in full force and effect and has not been revoked IN TESTIMONY WHEREOF; I have hereunto set my hand and affixed the seals of said Companies this 2nd day of March , 2026 . 1NSLR --I INS& e�1NS/ o°aoR> 9 A: °evp,I, J°NVOR,gw+ o r 1919 0 " m r3 �yo y �o s 1912 o 1991 0 s`TA C%Aus.da3 SO hAMP`>� a �NDIANP a� By- S7> * �� ,•y1 * *�d s�'M 1 a Renee C. Llewellyn, Assistant Secretary LMS-12873 LMIC OCIC WAIL Multi Co 02/24 E O U 0_0 d r6 �E O N Q O O � L O 04 Oao 04 a00 06 a— c cu — U