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Ordinance 13-011 Zayo Franchise
CITY OF SPOKANE VALLEY SPOKANE COUNTY,WASHINGTON ORDINANCE NO. 13-011 AN ORDINANCE OF THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, WASHINGTON, GRANTING A NON-EXCLUSIVE FRANCHISE TO ZAYO GROUP,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,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(10). Ordinance 13-011 Zayo 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. "Public Works Director" shall mean the Spokane Valley Public Works Director or his/her designee. "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 the "City"), hereby grants unto the Zayo Group (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 Ordinance 13-011 Zayo Telecommunications Franchise Page 2 of 14 (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. 1. Grantee agrees to reserve to the City the right to access four dark fiber strands (two 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. It is the intent of Grantor and Grantee that any additional fiber capacity resulting from overbuilding, overlashing, or relocation of Grantee's facilities shall not be considered a new route for purposes of increasing the number of dark fiber strands available for use by Grantor, except as set forth under 4.3, below. 2. The City has 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$20,00 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, except cost, which is set forth herein. Said recurring monthly charge shall not be imposed until such time as the fiber is put into use by the City. 3. In the event the City Reserved Fibers are the last fibers remaining in Grantee's fiber bundle,then the following shall apply: A. 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. B. 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. If Grantee installs additional fiber capacity, the City's right to use four dark fiber stands as set forth in subsections 1 and 2, immediately above, shall again be in effect. 4. All access, interconnection and maintenance to and on the City Reserved Fibers shall be performed by Grantee. The City shall pay all costs associated with such work to the City Reserved Fibers. The City Reserved Fibers shall have a term that matches the duration of this franchise Ordinance. 5. 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 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. A. The City shall not require that the additional duct or conduit space be connected to the access structures and vaults of the Grantee. Ordinance 13-011 Zayo Telecommunications Franchise Page 3 of 14 B. This section shall not affect the provision of an institutional network by a cable television provider under federal law. C. Grantee shall notify the 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 Public Works Director's written notice to Grantee and in accordance with RCW 35.99.060, the City may 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 Public Works Director. Section S. 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 Ordinance 13-011 Zayo Telecommunications Franchise Page 4 of 14 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 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 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. 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 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 Ordinance 13-011 Zayo Telecommunications Franchise Page 5 of 14 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 rights-of-way. Section 18 Enviromnental. 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 govermnent 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 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). Ordinance 13-011 Zayo Telecommunications Franchise Page 6 of 14 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 othenvise 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. 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 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 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: 1. 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 lures to individual subscribers. The Grantee shall also provide an electronic map of the aerial/underground telecommunications facilities in relation to the right-of-way centerline reference to allow Ordinance 13-011 Zayo Telecommunications Franchise Page 7 of 14 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. 2. 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. 3. 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. 4. 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. 5. 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 RCW 42.56. 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 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, 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 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 Ordinance 13-011 Zayo Telecommunications Franchise Page 8 of 14 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. Ally relocation of telecommunications facilities resulting from a street vacation shall require a minimum of 180 days' notice as provided in section 37. Section 27. Indemnification. 1. 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: a) 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; b) By virtue of Grantee's exercise of the rights granted herein; c) By virtue of the City permitting Grantee's use of the City's rights-of-ways or other public property; d) 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; e) 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 f) 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. 2. Grantee's indemnification obligations pursuant to subsection 1 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 Ordinance 13-011 Zayo Telecommunications Franchise Page 9 of 14 the extent required to provide this indemnification and this indemnification only, Grantee waives its immunity under RCW Title 51. 3. 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. 4. 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. 5. 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. 6. 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. 7. 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. 1. 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 Ordinance 13-011 Zayo Telecommunications Franchise Page 10 of 14 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 2. 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 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 fonn 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, not to exceed twenty-five thousand dollars, 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 Ordinance 13-011 Zayo Telecommunications Franchise Page 11 of 14 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 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, 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 11707 East Sprague Avenue, Suite 106 Spokane Valley, WA 99206 Ordinance 13-011 Zayo Telecommunications Franchise Page 12 of 14 Grantee: Zayo Group,LLC Attn: Leal Department 1805 29 Street Boulder, CO 80301 Phone: (303) 854-5271 Facsimile: (303) 604-6869 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 13th day of Augu t%1 3. 1. IF. _Alit .„. M. or,Tho • E. Tswey A e,,,,, ,,,,_. f,ciji,r________ Christine Bainbridge, City Clerk Approved as t Form ( : ickji Office the Ci? torney Date of Publication: 3 - &__. Effective Date: a' / Ordinance 13-011 Zayo Telecommunications Franchise Page 13 of 14 Accepted by Zayo Grou i,LLC: By: ,/ The Grantee, Zayo Group, LLC, for itself, and for its successors and assigns, does accept all of the terms and conditions of the foregoing franchise. IN WITNESS WHEREOF, (Ira gq Nroribroler has signed this ?.5 day of_ A1,a5-f" ,2013, Subscribed and sa rn before one this) 15+1— day of )d ud,Sf ,2013. 4-Cr/L, NECOLE LMATTHEwS Notary Public in and,for the State of (o I of v NOTARY PUBLIC residing in IN Li �Qvh STATE OF COLORADO My commission expires. to 19/ 4 NOTARY ID 20124070670 / MY COMMISSION EXPIRES OCTOBER 2A,2018 Ordinance 13-011 Zayo Telecommunications Franchise Page 14 of 14 11 • i • • lig .-.,1, +!L . 4,i'. Y G ; 71 VIII Od C. ,.,.1..) .`r b__ ., 4 _re..- . i �e� r s -1-,... (. a J c k •T .1-3 Y y J }f lit-1$ Win r i; wb' M1 ',vo, .4 �. i ,y 'lh v I ; F k r + I4! F's 1 r 1' ti + ill+ :•'.° F z. . t, (�oo e eat tF , s ; aaE.y=l S� y''+(1� .,. 47 39'4I nl I.r is 377 , e'er 2117111 n tyt•a'1 105?rre A CERTIFICATE OF LIABILITY INSURANCE Page 1 of 1 ©8 /2'3'/2'08/23/2013 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 pollay(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions ofthe policy,certain policies may require an endorsement.A statement on this certificate does not conferrights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Willis of Colorado, Xnc. PHONE FAX o/0 26 Century Blvd. lArr,Nn,EXTI: 877-945-7378 (AC,NO): 888-467-2378 P.O. Box 305191 E-MAIL mm miss. TN 3723 0-5191 (3ES5' CertificateSQwil]i 8.COTl1 INSURER(S)AF FORDING COVERAGE NAIC# INSURER A:The Travelers Xndemnity Company 25658-001 INSURED -- -- - -- - - — INSURERS: - - -- Zayo Oroup, LLC 400 Centennial Parkway INSURER C: Suite 200 Louisville, CO $0027 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:20254266 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 ADD'U SUBR POLICY EFF POLICYEXP TYPE OF INSURANCE ;, di, POLICY NUMBER �� . ��befils LIMITS A GENERALLIA83LITY X 6309B867518 8/1/2013 8/1/2014 EACHOCCURRENCE $ 1,000,000 PRSES(aocuX COMMERCIAL GENERAL EMI creence) S 1,000,000 CLAIMS-MADE[X I OCCUR MED EXP(Any one person) $ 10,0.00 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE LIMIT APPL4ESPER: PRODUCTS-COMP/OP AGG $ 2,000,000 1 POLICY n PRO- I,� LOC S A AUTOMOBILE LIABILITY Y 810561281520 8/1/2013 8/1/2014 FEOa ISNEDS INGLELIMIT S 1,000,000 X ANY AUTO BODILY INJURY(Per parson) $ ALL OWNED SCHEDULED BODILY INJURY(Peraccdent) 5 AUTOS X HUREDAUTOS X NON OWNED I PROPERTY DAMAGE AUTOS (Peracedenl) UMBRELLALIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CtAIMS-MADE AGGREGATE _ S DEC RETENTIONS S WORKERS COMPENSATION WCS1ATU- I IOTH- AND EMPLOYERS'LIABILITY YIN TORYflMITS I ER ANY PROPRIETORIPARTNERIEXECUTIVE MA EL,EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? (MandatoryInNH) E,L,DISEASE-EAEMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONSbe'aw E,L,DISEASE-POLICYLIMIT $ DESCRIPTION OF OPERATIONS!LOCATIONS IVEHICLES(Attach Acord 101,Additonal Remarks Schedule,If more space Is required) Coverage for XCU is provided under General Liability policy. City of Spokane Valley is included as an Additional Insured as respects to General Liability and Auto Liability. General Liability and Auto Liability policies shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley AUTHORIZED REPRESENTATIVE Attn: City Clerk 11707 East Sprague Avenue, Suite 106 Spokane Valley, WA 99206 y� / C . Co11:4192865 Tp1:1686116 Cert:20254266 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD Named Insured:•wayo Group, LLC Policy#6309E667518 COMMERGtAL OENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement rnodl5es LASUrente prodded under t O fo4a to : COMh'ERC2AL GUI1RPL IIABILITY COVERAGE PAIN GENERAL DESCRIPTION OF COVERAGE-Tfda cr&tcosncrd brooders(menage. kwwar,cavatago for any injury,damage a medical asperses dssaahed In wry of 1?re preeLsfons of Lis endetsement rnday be etcfuded ur united by another eysdorsarneet to ails Ca.orage P art,and those coverage brooderfrrg prart3ms do not apply to IN extent That orange M oxdvdad or Errited by sixlt are erdorsemont-MG fot'v,wwzng fisting Is a general cover- agedesalpilon only.Lfm*alons and eta/aims may apply to the Omhetagan.Read oil rho provlsfons of this err darerment end the rent of your relay rarandy to dotenrh.rtgIs,dries,er.d utont to and in not oovurerl- A. Nrraura a Ferro P,nperfy Carnage-exception .1. Bladed Add'Jonnal Inwood-Lessors Of Leased ToL-Y.pectedOr Intended Injury Dole siert rcildpmxzt E. Non-Owned Walaxaf Less than 75 Feet IC. Ranket Ad M enai Ino.red•-Persons Or OrganF C. Arr[az7l Chartered With POI saBorta For Your Orq;rdOD Oprataxtrs As Re- quicoel tiywnt'en Contract Or Agreement D. Damage To Promises Rented To You L. Wankel Adatorlet Loured-&owd From Vendors E. Increased Slgpisaocrlary Parricide Dt micas An Insood Urn-on'.ed Subs'h5adcs P. Who is An hosed--Employees..And Vdursteer N. WI sa 13 An IrAtrfral-Lhia ly Fur Cosdud Of u,„ Viotkr.m.,..EIrstAd liaffhsd Paitiutrsl'ep#OTrdrd Vetdndet° -�_� O. W1'ho la M kuured-ErirWY os..SLpetv9sotY O. ce draduei Uatwiity-RafL'oads PosMoro R. Who IS Al Insured-Na.ly Acnqured Or Fomred P. Knavfedga And Notice 01 Octurrersa Or Offense Organhe°une C:. VnIntergenalOmisslon I. Ulonied AddAtoral Insured-Oenus,Mangers R. Btard:etWaNerOf Stbrogadno Or lessors Of Prerd'tses YROViSLONS of SECTION I-COVERAGES-COVERAGE A A REASONABLE FORCE PROPERTYDAk3AGE-- ROb1I.Y INJURY AND PROPERTY 1)A1 AGO EXCEPTION TO EXP'EL9ED OR INTENDED IN- LIABIEITY:. JURY RXCLUSION (2)Awate!a&R you do not VAn the tti The folks:Abu repitos Exdr.aloe a,Erpocled Or (a)Lass than 75 fsetfong;and Intended Injury.In Paragraph 2.,of SECTION t- dry)11,4 Lehg used to carry wry person a COVERAGES - cOVEIOAGU A tIOOILY IN• 'tropergrforacharge. JURY AND PROPERTY DAMAGE LIABILITY: C AIRCRAFT CHARTERED with PILOT a. Ft ens.!ert Inlay OrDwaaGe The fodorArg 1s addcd.to Exclusion g.Aircraft, • Tony Liary`cr Isapctgr damag€1'expected Auto Or Watercraft,ki Paragraph 2.M SECTION or Intended tore the alandpofd of the in. I-COVERAGES-COVERAGE A BODILY IN- sired.Thin exduatan does trot epry t - .1111tY AND PROPERTY DAMAGE fJABILITY: lli'Injury"or"property damage re-sang Thom This oxcfoslon dean not oprly to on nIrrmft that the Roo of reasonah'e lama to protect wry Is: gamer Or properly. (a)Char-laud with part to anyIns'.rod; B. NOY•OWNl:t7 WATERCRAFT LESS MAN 76 FEET (b)Not mist by any inssedi and The foltowkng replaces Petogreplo(2)of Exc'tlnkort (o)Not'Wag used to n'a'ry any parson or p•op- g.,Afrcraftd Auto Or Watercealt,In Paragraph 2. ertyfera charpo. CODS t7 07 RS c aonTra Trarelus O.rrardes,Ina Page.1 016 i 9.t=ea2 c1 Ist..r.Seniors I . to,i2111.1 p9nfrA n COLtf.IE CfALGENERAL LIABILFTY • D. DAMAGE TO PREMISES RENTED TO YOU 6, The forio',iirg Is added to the DEEINIFIONS 1. The Soot paragraph of the 0:tor: gum In fat- Seddon: cusion j, Damage Te Property, In Para- 'Ere-aloes damage" cleans 'property dem- graph 2. of SECTION I—COVERAGES— age'to: COVERAGE A BODILY INJURY AND a. Any promises svhi.;rented to you or tem- PROPERTY DAMAGE UA.BIIJTY Is deleted, porarty occur/ad by you v.ith I:mrlscsm 2. The folic ping repeaoss the fast paragraph of of the moor.or Paragraph 2.,Exchlsfona,of SECTION f., b. The cortlents of any Premsea trylxLo ouch COVERAGES-COVERAGE A BODILY IN- pram@ sea Is ranted toyou,if mot such JURY AND PROPERTY DAMAGE LIABIL- promises for a period of seven or fever FN: consecuitso days. Exduslans o„g,sod h.,errs Paragraphs(1), p, The fol!owfrg rop'ocea Paragraph A.G.{1)(b) (3)and(4)of Er.Yuslon j,do rot apply to of SECTION IV—COMMERCIAL GENERAL 'premises dense e.Exclusion f.(1)(a) does LIAGILUTYCONDP7ONR not apply to'prrsnfsw del ego'caused by Pro arias Exctudor L of Secxioc l—Cover- (b)That is Insurance for"premises darnsrje; age A—Body!Injury And Property Damage cr L;eb®ity Is rapfaoxf by onomer endorsement 7. Paragraph 4.6,11)(c) cf SECTION Pt — lo this Coverage Part that has Exclusion..All COMMERCIAL GENERAL LIABILITY CON. Pogollon Injury Of Damage or Total Poeufon D[TIONS is ddkted. t_*.c:uston In its Ole.A separate lmt of hour- E. INCREASED SUPPLEMENTARY PAYMENTS once app5ea to'prarrrises damage"es de- scribed In Paragraph B.of Scotian LI—[Takla 1. Tha fa;io.dng replaces Paragraph to, of --.-- -- .......__Oojbe drald SUPPLEMENTARY PAYMENTS—COWER- ..,_ - - --'-- . . GL-S A o 8 1rC7fONT='�i3VER--_._._..,...__ 3. lira rotating replaces Paragraph B.of SEC. AGES; RON 111—LIMITS OF INSURANCE: B. Subjerl to S. ebova, 81a l7anta To b. Up to$2,590 for cost of bat bards ro- '� ,-aired because of ocddonLa or traffic Lox Prelrisee Rented To You Limit is the vxrtatiamn aria'ng out of the use of any most we V S]pay under Coverage A for velicie to vhtdr the Bodily Injury l oldl1y damages because of'premises damage' Coverage apples.Wa do trot have to'ha- fo.any one premises. Irish these bonds. . The Carnage To Pren�res Rented To 2- The fd_'ovin0 rep!acos Paragraph 1.d. of You Limit std be: SUPPLEMENTAfiy PAYMENTS—COVER. a. The amount shown for the Damage AGES A Ar o H of SECTION I—COVER- To Promioss Rented To You LInelt on- AGES: its Dadaragons of this Coverage d, Ap masonable expanses Incurred by the Part or insured at cur request to assist us in the b. $160,000 if no an:aunt in drown fat hr.osligafon or Muse of the dram or tine Damage To PremIsas Rnn!ed To 'our,Wading actual loss of Carr InGS Up You Umtt on the DooiaraNis of this to$500 e day because of tune off from Caferage Pert work. 4. The RCevrlrtg replaces Paragraph a-of the P. WHO IS AN INSURED —EMPLOYEES Ails de6nitlon of Wnsued contract"fntth DEEMS. VOLUNTEER WORKERS—FIRST Al D TIONS Section: I. The fOravIng is added to the def.Nlton cf'o. a. A car act for a lease of prerrdsas.Ho.+- currenrP'In the DEFINITIONS Section: ever,that portion of the contract for a li-doss you are In the bushtess or occupation lease of premises that Indomrftes any of p rotddng professional health care ssrmicos, parson or oryariza Ill for Vxmnisas co'ccwrrent$' s nleort5 sai or ondaetvr damage'Is not en leratired contend; contaiNed by any of your 'cart f yeec? or 'volunteer tinkers",Miter Ulan an employed Page 2 dB grins Ira Toms Cohpercts,Ir:a CG D'T 17 07 08 th3 us irfeed iraWal N 1re1-4r.0 Venda Or ce,frp.v.irh Ms re T*771" COM!ZERC/A1.GENERAL LIAMIUTY or vrtuntear doctor,in prcolZrg or dul:mg to or In vdildi you inolnlain the majority provide first red or'Rood Samartian;ervices° urines-ship interest, v.1 qualify Be a to a prom. flamed Insured if there Is no other h air- 2, The following to added 10 Paragraph as(1)of arch%Noll ptovidos sbnpar arrrxogo to SECTION II-WHOIS AR INSURED: that organ!Zahon.!Icwavar: Voters you the In the business or oceupelon a. Coverage cadet Ihd_s provelon Is ef- of provld gig professional health care services. forded only. Paragraphs(1)(a).(b),(c)and(it)above do (1) Lira the 180th day utter you cc- riot apply to'teufty iryury'erisir.g out of pro- fluke or form 11ne orOantrA;'on or Yld°rcg or Iayetg to proutda first aki or'Good the end of the pei;cy petted, Samaritan siforle by any of your"employ- whichever Is earner,II you do not ens'or°volunteer workers', other the en report such orgari¢atrai in writing employed sr vokalteer doctor.Any of your to is eit hn 180 days alter you "employees'or 9rolurr eor workers'providing acqulro at form It;or on falfng to provide first alit or'flood Santa ri- (2) U,7tl the end of the pokey period, tan sereless"during Ulan uuk hulas fur you whom that data to later than 180 will ba deemed to 6e ache)vrlirn Via scope days oho:you aequ're or form o•their rxltpteyment by you or performing du- such organization, If you report tioa related to Ste conduct of your bushel. such orpanitation In writtN to its 3. This fdlo'.ving Is added to Paragraph 5, of within 180 days after you acquire SECTION III-LIMITS OF INSURANCE: or form it,and we egrco In writing Folk purpp s_oLdeIorinlang tha_oprLeo- Ural It mill continue In he a ----Na Each Otourreenre Llnut,alt related acts or Na Insar urtbl Enid of— onirsstons cotrNrulted by arty of yotrr'em}Noy- the poky period; mss'or"voiuntear workers'In providing er h. Caverege A dos not apply to u•dry idling to p ovtda lrat old or'Good Samaritan Mira?or'property damage`that Oc- e.rMlmia'to any ono person la be deemed to cured Lefore you acqu'cod or formed be one'occurrence. the organization;end 4. The for:coking la added to the DEFINITIONS e, Coverago E does not apply Io'per- Sadtlon: social Injury?" or 'advert's'ag injury` 'Good Sarnadtan services"means any ernes arising out of an offense orruodtled gooey medical serelcos farrtitch no camper bafore you acquired or farmed the s alien is demur a:dad or rater ad. organ):alien. G. WHO IS AN INSURED-EMPLOYEES-SU• I. NLANHET ADDITIONAL INSURED--OWNERS, PERVI SORY POSrTIO.1S MANAGERS OR LESSORS OP PREMISES The fofcving lo added to Paragraph 3a(9) of The following la ridded him SECTION rl-WHO IS SECTION!,-111-10 IS AN INSURED: AN INSURED; Paragraphs(11(e),(b)and(c)above do not apply Any person or organization Stet Is a pterr'sas to `bodily Injury' or'personal inp.r'to e co- Water,managerot lessor is an Insured,but oriy °ampieyod'In iho c puree of the cc-"employee's' with respect to Reality arising old of the moo= employment by you oriotng ord of work by a•ry of ship,ma trtenance of use or that part of sow "aitptoyeesr who hold a svoerv.sery past- Iran leased to you tkm, The Emurance prodded to SAS promisor owner, H. WINO IS All INSURED-•NEWLY ACQUIRED manager or lessor doss not awry tor OR FORMED ORGANIZATIONS a. Any "badly in;ur' or 'property damage' The following replaces Paragraph 4,of SECTION oatiood by nn'occurrence'that takes place, II--WIIOIS AN INSURED: or 'personal Injury' Of 'edoortskrg Inftay 4. Any o ganzatlws you hzrR/ acquire or caused by on oteaso that is oomrulited,after - form, other than a I.arb.erslrp or paint y'oucoasatabsatsnsntintltalprentlsns;or voniure,of wfvtdt you are the solo owner 00 04 17 07 08 O erne Th0TrevAcc C.-.or lu3,Ira. Pogo 3 of 8 tooder an sewlclat emit'cf Irruornoo Swurc:sarea.rn.urh r°F�*a� k+l COMMERCIAL GENERAL LIABl1TTY b. Structural nitorelicns, ne,e orrsrvaIJah or My person or organization Ural is a vender and demd:Uon°paradons performed by or on be. that you have agraad In a v.-tiller' nnrct sit Or half of such maws owner,manager or tes- agreement to Itdoda au an additional Insured on scr. [Frts Cotenegu Pail In€rt Insured,hat onlyunth re• J. sLANKET ADDITIONAL 111$t/REP-LESSORS sport to Enh ly for bortif Irsr'ury a'property OR LEASED EQUIPMENT damage that The fol'n izvj is O&M to SE.CliOY II VdflO IS a. I5 caused by an'accurr❑no-l'that takes place AN INSURED: Olen you Iwo signed and executed that non- Any person or organization that Is an equipment front or agreement;end Isseor Is on Insured,but ordy vin respect to Ilabil- h. Psfrus out of`your pr❑duris°which are dis- hy for body Injtiy'. 'property damage', 'per- -trawled or cold In the rag'<or course o;such In vrxda's bush cs,sons] Irury' or'advarhsing !tune caos•d, rune's or to pa+t,by your ads or orr`sslons in the The insurance prodded to such vendor Is subject mdntenance,opera on or use by you of equip- 6,lha to/towing provisions: mentteased to you by such equipment lessor. O. Tho gaits of Insurateen pmvtdod to swim von- The fnsurenca prvriicd to such ogcdpmsnt Isssor dor wilt be Ma Adis wtdch you agreed to pro- does not apply to sny tocfiy Iniury or'properfy vlda In Ito wdi'an contract or mgrmrrAnt,nr dahrags°caused by an°occurr "that takes Urn fres shanili In ilte Dec'arations,w7tcl- piece, or'parecral injury or'advertising*try aver one lass _ caused by an offense Ur<t Or commlttcd,offer the b, The insurance prodded io such vendor does aqu!pmar t lease expires. n al apply to: K. BLANKET'ADDITIONAL INSURED-PERSONS (1) My eTrrss warranty not authorized by OR O}OAtit TfoNS FOR YOUR ONGOING you; ------ .. - OPERATIONS-AS-REQUIRED-BY-WRITTEN- CONTRACT OR AGREEMENT (2)Any champs it'your pn:dexts°male by The following is added to SECTION II-WFIO IS surl.wrnJor, All INSURED: (3) Repadca7-ng,unless unpacdwd solely for Any parson or crgardzafcn that Is not crawem'se the Purpose of Inspection,t Ib of demonstration,arun testing,rm[ha suhStTrAson of parts under an insured under hub Orivoisgo Pal this Coverego Pal and that you Instructions from the manufacturer,and have agreed Ina'Wien contract or ag eement to Induda as an addriurr❑i insured on this Coverage men retxadraysri to the retinal colafalner; Pert In on Insured,had ony%MTh respect to Uabn ty (4) Any failure to matte sett enspecdons,act, far ibodfyInjury'or'proporty damage'that fustnwnts,Info or sunidrrg co condors agree Ic perform or normally undertake to a, Is caused by art iocalrronce"that takes place ponform In the regular course of bvstness, after you have:tried end executed that con- In coonactfon•i'th the distribution or sale tract or agreement;end ❑f'your products, LP. Is caused,in whole or in part,by your❑as Of (g) Dernenstrenn, Instal:on, servieiia or nmisolons In the performance of yourongotng repair operations,except such opuro';rxts operations to nt-Ich that contract or agree- performed at such vendor's premlan in meet app`es or rho acts or ortafans of rmy connection x-i-h the sale of'your prod- person or organlatlon performing such op• ucfs°,or warrens on your behalf, (6)'Your predate'.1,V after d'stnbutian • The 5mtts or Insurance provided to such Insured or sa'e by you,have Crean labeled or to- wfA be the Ws which you aoread to provide In labored or Used as a emtallner,part ur ln- fhe written contract of agreement,or the lirrdte - grenont of any other thing or substance shown In the Dadaraions,v,htchsvor are loss, by or oot behalf of oath h rondor. L. BLANKRT ADDITIONAL INSURED-BROAD Oeverege under this provision does not apply ba. FORfn VENDORS n. Any perssor1 or oogan ton from vrhure you Thu followri Is added to SECTION II-WHO Lo have acquired"your products',or any irrgro- AN INSURED: Page4ofB S2oe Ito Traoeine n'es,Io:. CO 04170706 Ird.idei to rteidg/Ll matzrsxl ctkarraxe S=srces PEfi:e,kn,alti l;s ranka.2n. COMMERCIAL GENERAL LIABILITY dlent,past or oontaner Waring Into,no mm- P. KNOWLEDGE AND NOTICE. OF OCCUR- parrying or oanlairrng such products;or RChICt OR OFFENSE b. Any vendor for ufi'.di coverage ae a-t addi- The fo;Iowing Is added to Paragraph 2„Duties ks tienal Maned spacf9cet?j Is scheduled by en- The Even!of Occurrence,Offense,Clelm or dorserrenL Suit, of SECTION IV- COIdM fCIAL GEN- tl. WHO 15 AN INSURED-UNNAMED SUBSIDI- ERAL LIABILITYCONDITIONS: ARIES e. The fallowing prm+tdnns apply to Paragraph The f o&ving Is added to SECTION II-WHO IS 0.above,but ors)/for tiro ntrpoess of the ha- AI!INSURED; ?UN rtce provided under this Cove-rage Pan to Any of your subsldfarles,other than a partrmtshfp you or any Insured listed Insured: ph i,cr2, or joke venture that Is not dio.en au a Named in- 4I Se ctofl N Who is An sured In rho FIeclerelops Is is Nanod Insured if (f) NcJce to us of such"ooWrrenns"or of- fense must be given as soon as pre:Cm. a. You rnsIntain aN ownership Interest of more blo only eller the'occurrence`or uFrrnce than 00%G in such subfdlary on the first day la known to you('d you are an Imitvldual), of fhe policy period;and any of your partners or members ratio is b. Such erilz d&uy is not an Insured under stmt- an Irufifdrlal(if you are a partnership or 13rothor insurance. Joint venture),any of your ruaran art who ht ouch suhsidiaryis an Insured for'bodily Injury' Is an hadhviduel(if you are in I mired Embrey or"property dsnraga°that occurred,or"posoneI i°y),any of your trustees who Is an injury"or advertising Injury'caused by an of- individual(if you urn a must),any 0/your Pease canmUed: "executive otfrcers"or d?rectve(1f you ace -.--.------..-.---- a, f3sfopayou rua'.rdainodan ovmerstilft ireereal an t yon[zrrl'en Aar than a partnership. � - - jofci-verdure.-I'md-fxbTly-cetnpany.oP__.�__.------... .. afrnoru lkan 69Y.it soil s5dr&dfary,or trust) of any'err gee audio-Intl by b. After the date,if any,dining the pc&y period yon to phis notice of an`occurre rya'or that you no long mrrir e i an a;mershfp in- offense. 'forest of more bran 50%In sudt subsidiary. (2) II you ern in parinersb.'p,joist ventrya,Ifrn- N. WHO IS AN ENSURED-LIABILITY FOR CON- t{er?llabfty company or trust,end none of DUCT OF UNNAMED PARTNERSHIPS OR your partners, joint vcnturo members, JOINT VENTURES reortagets or Irratees are Individuals,no- The foaming replaces the fast paragraph of Ike to ire of such vaturrerma'or oftener) SECTION II-WHO IS AN INSURED. must to Pisan an soon as practicable only after the"occurrence or offense In known No person or orgarazaUon is an tnsured WIih re- by: Opect to the conduct of any current or past part- nership or told venture Ilrat Is not sletvn as u (a)ivy fndfvidualwho Is; Named Insured In the Dadaraduns, Tlds para- (I) A partner or member of any part. graph does ml upldyr to unto sucti partiversidp or ncysrrtp orjo`nt verdure; Joint Ventura that otterwhs%qualrfaa an an In- (II)A manager of any Potted babfily cured under Section II-Wltu is An Insured. company, O. CONTRACTUAL LIAUI IITY-RAILROAOS (rn)A tiustue of any heal;or I. The fotadng replaces Paragraph e.of the (iv)An executive racer or director of deEreo i of located contract In the TIEPINI• any other organization; TlONS Secricn: - c. Any easemantaraertsoagrremerK; Chit Is your partner, fob! venture Ma t'urer,manger or surloo;or 2. Paragraph f.(1)of the Virltkn of insured (b)Any"employee authorzed by such contract'In the DEFINITIONS Seclon Is de- prerinafshlp,jaird vecrtulo, tented It- latod• abilty company,trust or other organ l- zalism to pfvo tmlice of an uccur- rarce'or ofelsse. CG DS f7 07 Cd o2oaerea nawixneorircn!os,lo- Pegs 5 of 6 Lr t it els cop,r'r,Hed mum l rt b-ono--a ti-does aor,s,tta%h ifs p4rr.Gd6c. COMMERCIAL GENERAL.t LABILITY (3) Notice to us of such'ocwrrertse or of- Tha urtntenhonal ootis.lon of or unintentional &also Ski.&ha learn d to ho gisea as soon error fn.any Infarnt;ion prodded by you which as pran'cah'.e if It to given lo geed fa'th as wo roved upon at Issuing this policy Wirt not preju- seon as practcable to your v,ort ere' dice your fights under thin insurance,however, cornpensaUori Insurer.Ilia oppites only if this provision does not affect our right to coiled you subsequently Ova nano to no of the add-tonal premILm or to exercise our rights of 'ocnnrrrenee or*florae es soon as prac- cancellation or nonrene al In accordance with feeble ether anyof tho peraon5 d:spri bed appttcable Insurance laws or regulations. to Paragraphs e.(1)or(2)above theca/- R. BLANKET WAIVER OF SUBROGATION ors that the Ocwrrertaa`or[dense May result In suns to mh:ch the Irrsurarrce The following to added to Pnrawopll a_,Transfer pm:wideol under this Caverego Part may Of Rights Of Recovery Against Others To Us, apply. of SECTION IV-COMMERCIAL GENERAL Ll- . ABILITY CONDITIONS: Hn.vever,If th:s potdy Includes Ott endorse- ment that provides En led coverage for"bad- It the haired has agreed In a oordrad cr agree- ment to waive that insureds night of rrsovar,, costs art fog skit of a ersctrargo,release or against any person air organization,we v:a oa our escape of'pollutants'Alas contains n re- right of'recovery agaInst such parson cr crganiza- qufromanl that the dscharge,release or es- � �a'gYforpa}rreaniswernaketrecau became of: cope of'pct,utanIa'must bo reportod to tra a. 'BOdiy Injury'or"property darnsgo"caused within n specY;o number of days Otter Its by an'occurrence that takes place;or abrupt commencement, tOn Paragraph e. b. `Personal Injury?' or rodeodising Injury' dues not affect that raqulrernenL caused by an offense Bart la wanrniiiei; ......._ R. UNINTENTIONAL OMISSION -_---_--__- —tuboari,uant-to..tho..ntldiao of him-reetrent..or --- Iho tuh'sing is added to Paragraph O.,Repro- agteentenL. -..-.. sentafiwts, of SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS: t0go6 of 6 2cou Tin Trtr6,reu,,..-,ron,to GG 114110105 brUm Ce Keyttisd;ruk[ul s inst.raxe to vxsog':e,ec V,o1 to 6:remi1