HomeMy WebLinkAboutCAG2020-292 - Original - ExteNet Systems, Inc. - Non-Exclusive Small Cell Franchise - 09/03/2020Agreement Routing Form
For Approvals, Signatures and Records Management
Approval Originator: Department:
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to Sign:
Director
Mayor
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Approval:
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Number: Sub-Category
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Name:
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Details:
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Amount:
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Visit Documents.KentWA.gov to obtain copies of all agreements
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Contract Number:
adccW22373_6_19
Director initials ______
Manager initials ______
N/A
September 10, 2020
CAG2020-292
,t,
Franchise Bond
Bond No, A78625I
KNOW ALL MEN BY TH ESE PRESENTS:(Principal), and on morganized under the laws of the State of NC
nd unto City of Kent
That ExteNet Systems , Inc
Surety), a corp oration duly
are held and firmly
obti in
(
boujust sum of the
the full andof which sum, w ell and truly to be made, the s aid Principal and Su rety bind
payment
themselves, thei r heirs, admi nistrators, execu tors, and assigns,jointly andseverally, firmly by these prese nts.
wHEREAS,the Principal and Obli gee have e ntered into a Small Cell FranchiseAgreears, is hereby referred to andmade a part hereof
WHEREAS, principal is
Agreement.required to perform certain obtigations under this
2. This Bond shall be effective August 2g ,202A and shall remain infull force and effect th ereafter for a period of one year a nd will automatica llvextend for additional one year periods from the exp iration date hereof,orany future e xpirati on date, unless the Su rety provides to the Obligee not tessthan sixty (60)days advance written notice of its intent not to renew this
WHEREAS' the obligee has agreed.to accept this bond as security against default
ll,.ljj|'r1?,"[15:filH:ce oritsottisationJ rni"' '"id Asreem"ni j,i,.ins the time
NoW' THEREFORE, THE coNDrrroN oF THrs oBLrcATroN rs sucH that ifthe Principal shalt perform its ooligations under ttris ngreement, then this obligationshall be void, otherwise to"-remii; -i; ''irri' force and effecr, unressotherwise terminated, canceiled or expired as hereinafter provided.
ffi?'Yffi::nf;".H['|1=.T;ln"t this bond is executed subject to the rouowins express
1' The city shall determine whether Principal has satisfactorily performed asrequired' Upon city's determination that'piinltuir.,u, failed to-r"tirr".torilyperform' Principat shall be in default ano il're i-uiety's obligations under thisbond shail immed,iatery accrue; provided, however, that nothing in thissection shall prohibit surety from'subsequentiy bringing an action to seek
;:|il#:?:j:"t the citv ror wronslv oeiermining prin.ipalt unsitisra*ory
Bond or unless the Bond is earlier ca nceled pursu ant to the following. This
Bond may be canceled at any time upon sixty (60) days advance writtennotice from the Surety to the Obligee.
3' Neither cancellation, termination nor refusal by surety to extend this bond,nor inability of Principal to fite a replacement bond or replacen1lnl securityfor its obligations u1del said Agreement, shall constitute a loss to the obligeerecoverable under this bond.
4' No claim, action,. suit or proceeding shall be instituted against this bondunless same be brought or institutJd and process served wittrin one yearafter termination or canceltation of this bond.
5. No right of action shail accrue on this bond for the use of any person,corporation or entity other than the obligee named herein o1. th" heirs,executors, administrators or successors of tfre obrigee.
6' The aggregate liability of the surety is limited to the penal sum stated hereinregardless of the number of years this bond remains in force or the amountor number of claims brought against this bond.
7 ' This bond is and shall be construgd to. be stricfly one of suretyship onty. Ifany conflict or inconsistency exists between it't" surety,s oolif,"tion, u,described in this bond and as may be described in any underlying agreement,permit, document or contract to which this bond is related, then the terms ofthis bond shall supersede and prevail in all ,urp".tr.
Signed and executed this 28_ day of Auqust
PRIN SU
Sign Date S
,2 0_2L_
Name: bar+n Lr; fti 0'mq
Date
Pri Print Name: William T. Krumm
e v?CFO Title'Attornev in Fact
Solo Ubrre-n v,llzt pA
2850 olf Rd
SEAL
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STATE OF WASHTNGTON )
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I hereby certify that I know or have satisfactory evidence that
person acknowledged that h
is the person who appeared before me, and saide/she signed this instru ment,on oath stated that he/sheis authorized to execute the instrument on behalf of name of entity:li
-
as its ltitle:l and suchexecution to be the free and volu ntary act of such party for the uses and purposesmentioned in the foregoing i nstrument.
WITNESS my hand and official seal hereto affixed the day and year first abovewritten.
NOTARY PUBLIC, i n and fo r the State of Washingtonresiding at:
My appointment expires:
State of
County of
lllinois
Cook
Notary
County, State of
)SS:
n and for Christina La urendi
lllinois
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On this 28th day of August inyear two thousand twenty the before me, Christina Laurendi,Public in and fol said county .?nd state, residing therein, dury acommissioned and sworn, personaily
"pp""ila
'-wiili* T. Krumm,known to me to be the ourv irtndrbuJ -
nttorn.y-in-fact of HarcoNational lnsurance. company and the same person whose name issubscribed to the witniri instrument as the Attorney-in-fact of saidcompany, and the said witiam T. 5r,1rr, ouii acrnowredged to me thathe subscribed the name of Harco Nationat lnsurance company and theretoas Surety and his own name as Attornev-inJ"ct.-ir.t wtrruEss wHinror, Ihave hereunto set my hand and affixed *t om"i"r'r"al the day and year in thisCertificate first above written.
My Commission
Expires
6t30t2024
OFFICIAL SEAL
CHRISTINA IAURENDI
NOTARY PUBLIC - STATE OF ILLINOIS
MY COMMISSt0N EXpIRES:06/30/24
POWER OF ATTORNEY
HARCO NATIONAL INSURANCE COMPANY
INTERNATIONAL FIDELITY INSURANCE COMPANYMember companies of IAT lnsurance Group, Headquartered: 702 Oberlin Road, Raleigh, North Carolin a 27605
KNow ALL MEN BY THE8E PRESENTS: That HARco NATIONAL INSURANGE COMPANY, a corporation organized and existing under the laws ofthe state of lllinois' and INTERNATIoNAL FIDELITY lNsuRANcE COMPANY, a corporation organized and existing under the laws of the state of NewJersey, and having their principal offices located respectively in the cities of Rolling Meaoows, lllinois and Newark, New Jersey, do hereby constitute andappoint
JODIE SELLERS, KATHLEEN WEAVER, JON A. SCHROEDER, WLLLqM T. KRUMM, KAREN E. SOCHA,
SHARON A. FOULK, MICHAEL MILLER
Rolling Meadows, lL
lheir true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts ofindemnity and other writings obligatory in the nature thereof, which are or may be allowed, required br permitted by law, statute, rule, regulation, contractor otherwise, and the executiol oi such instrument(q)_i1- gilsuance of tirese presents, shall be as binding upon the said HARCo NATIoNALlNsuRAt{cE CoMPANY and INTERNATIONAL FIDELITY tisunaxce CoMPANY, as tully and amply, to ail intents and purposes, as if the same hadbeen duly executed and acknowledged by their regularly elected offcers at their piincipal offices.
This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of HARCo NATIoNAL lNsuRANcE coMpANyand INTERNATIoNAL FlDELlry lNsuRANcE COMPANY and is granted unoer anti by authority of the following resotution adopted by the Board ofDirectors of INTERNATIoNAL FIDELITY lNsuRANcE COMPANY at a meeting duly heJd on tne tgttr day of DEcember, 2018 and by the Board ofDirectors of HARCO NATIONAL lNsuRANcE COMPANY at a meeling neh oritne
-13th
day of December, 2018.
"RESoLVED' that (1) the Chief Executive officer, President, Executive Vice President, Senior Vice president, Vice president, or Secretary of thecorporation shall have the power to appoint, and to revoke the appointments of, Attorneys-in-Fact or agents with power and authority as defined or limitedin their respective powers of attomey, and to execule on oeiratt of tne coipoiation,and affix thJcorporalion,s seal thereto, bonds, undertakings,recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto;' ,nJ 1zy any such officers of the corporationmay appoint and revoke the appointments ofjoint-control custodians, agents for acceptance of process, and Atiorneys-in-fact with authority to executewaivers and consents on behalf of the corporation; ancl (3) the signatureif any sucn omcer ot the corporation
"nd
th" corporrtion,s seal may be affixedby facsimile to any power of aftorney or certification given for the
-execution
or any nond, undertaking, recognizance, contract of indemnity or other writtenobligation in the nature thereof or related thereto, suih signature and seals when so used whether heretoiore or hereafter, being hereby adopted by thecorporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the corporation with the sameforce and effect as though manually affixed.',
lN WTNESS wFlEREoF, H4Eco NAT|ONAL tNsuRANcE coMpANy and |NTERNAT|oNALFtDELtry lNsuR.ANcE cOrUpAriv rrive;;;h ;;;;t"i
"nc itteitJi-r,"; ilil;;on this 31st day of Deeember,201g
STATE OF NEWJERSEY
County of Essex
STATE OF ILLINOIS
County of Cook
Executive Vice President, Harco National lnsurance Company
and lntemalional Fidelig lnsurance Company
on this 31st day of December' 2018 , before me came lhe individual who executed the preceding instrument, to me personally known, and,being by me duly sworn, said he is the therein described and authorized ofiicer of HARCo NATIoNAL lNsuR/ANcE coMpANy andINTERNATIoNAL FIDELITY lNsuRANCE COMPANY; that the seals affixed to said instrument are the Corporate seals of said Companies; that thesaid Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies.
SEAL
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lN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark,
New Jersey the day and year first above written.
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CERTIFICATION
A. Outley a Public of New
My Commission Expires April 4, 2023
l, the undersigned officer of HARco NATI0NAL lNsuRANcE coMpANy and INTERNATIoNAL FlDELlry lNsuRAilcE coMpANy do hereby certifothat I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the sections of the By-Laws of said companies as setforth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are conec{ transcripts thereot and of thewhole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect_
lN TESTIMONY \Arl-rEREoF, r have hereunto set my hand on this day, August 2g, 2020
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lrene Martins, Assistant Secretary
Hareo
STREET/PUBLIC RIGIIT-OT-WAY EXCAVATION
MAINTENANCE BONI)
Bord No.
KNOW ALL MEN BY THESE PRESENTS, thAt WE,Svstems lnc.
Comoanv
as and heneinaftsr ref€rFedto as the "hirrcipol', and
as and refe'rred to as ths .,Surett''n are held ard firmly
orgnnized and
dle " City
existing under the laws ofttre
" inthepenat zum of Fiftv Thousand and 00/100
a municipal corporation
hcreinflft€r ref€rrGd to as
Dollars ($ so,ooo.oo ),lawful morcy ofthe Unitsd $tates of Anrcrioa, fortheFlmeot of rryhich sum well and tuly to be mrde, we her,eby bind ourselveg our heirs, cxecutorg
o&rrinisfualms, suoffio{u, and assigna joirnly ard severally bytlrese prtssnt$:
THE COND1TION OF THE FOREGOING OBIIGATION IS SUCH THAT:
WHEREAS, the hincipal has applied fc apennitlo excavateofthe Small Cell Franchise Aring ftre calemdar par
within the public righ-of-way
WHEREAS, the hincipal has boen given pemissionto excavare withintheprblic rigfil.of.wey to t'h during the said cclendar v*r, t" consfuust
aertain irqrovenrarts providod such e:rcavdio,n complies rvEh a[ tocat orainaffi regulatioru andspecificarions ofthe SmatlQet[
NOW, TIIERETORE ifssid Principal Sall cmstruct and mmplete or causeto be consfustedad curyl*ed all excavation omrsred in the said celendar year Li apcmAare with all locat
ordinanoes, rcgulmiom and specifioatiqrs such thet said ur,ot'*ti* is aowfred by,fr.
"nt
Brrgfure€ror his deignee, and shall eidurs without dffect and rysd ofrepair for a periJ oitt"; (2) yeam fiom
the dde of rceptance by ths cny Engin€€r or his designee, then this otiigprion slnll be and becomenull and vol4 other$'igc it shall rcnrain infullforw ard rtrr.t
whcncven Princirylisdcclar€dbycityto bc in d€fouhund€rthoosrditiomofthis bond,theCity may make demand in uriting upon the Smsty ftr pa),m€nt of all frmds *;;-*ry t repair or
cause to be repaired the above desdbed nrerovementlg gaid sum not to excoed rhe fod amouil,
The Sur€fy for value received, her,eby *tipulatee that it waive* knowledge ofepocific addresees,*to o{specrfic jobs conmmced by tho niGp*l ftr lvtridr this bmd *"d perfornrurce, andnotice ofdre dats of accganco ofAch troject cornnroncod withinfre raia cufsrOar y.*, ur6instead agre€$ to bird rnainterunce fortrro (|)_yearsfollowing the acceflance by the city
Engfurce'r o'r eash excardisn 696 smafl cej[ F-r?nchise -public rigt*of,way commenwd by oron behalfofsaid hincipal &ringtre said catandaryear.
of2
BilAgIrlErDUtr^lC&IOrtI"OF-txArE(eAytB[tBOND &c
IN TESTIMONY WIIEREOR said hiocrpol has horamto sst his/hsrhsnd, asd siid sursty hascausdthe preceotsto be exenrtodin its rnnel rnd its cofporatg $€al !o be heutro affixodbyicafrGney-irFfart drly autkized therqrdo so to do on thig the 28rh of Auqustday
ExteNet , lnc.
nce Company
Attomey-in Fnc't
rtaiolrtt
2020
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BootfflilABErpualealgHr-oo-urAt E[eAvr@lf !ot\D dac
State of
County of
lllinois
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Cook
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On this 2gth day of August inyear two thousand twenty the before me, Christina Laurendi,Public in and for said county and state, residing therein, dury acommissioned and sworn, personally appeared willia:m T. r,ur*,known to me to be the dury authorized Attorney-in-fact of HarcoNational lnsurance. company and the same
--p"rron
whose name issubscribed to the within instrument as the Attorney-in-fact of saidcompany, and the said william T. Krumm, ouiy acr<nowleogeJ to me thathe subscribed the name of Harco Nationil lnsurance company and theretoas Surety and his own name as Attorney-in-fact. ltrt WfrugSS WHenfOf, Ihave hereunto set my hand and affixeo rv omti"r ,""r the day
"no
y"r, in thisCertificate first above written.
My Commission
Expires
6t3At2024 Notary Public in and
County, State of
Christina Laurendi
Dupaqe, lllinois
OFFICIAL SEAL
CHRISTINA LAURENDI
N.0^141I pUBLtC.STATE OF tLLtNOts
MY COMMtSSION EXpIRES:06/30i24
POWER OF ATTORNEY
HARCO NATIONAL INSURANCE COTIIPANY
INTERNATIONAL FIDELITY INSURANCE COMPANYMembsr companies of IAT lneurance Group,Headguartered: 202 Oberlln Road, Raleigh, North Carolln a27605a752Bond #
Principal
Obligee
KilOWALLilEil
Citv Kent
BY THESE PRESEIITS:That HARGO l{ATtOltAL IilSURAncE coMPAltY a corporalion organiz€d and existng urder the laws ofthe State of lllinois, and IIITERTIATIOT{AL FIDELITY INSURANCE COMPAilY, a oonotaton oryaniz€d and exlsting under lhe laurs of the Siate of NowJorsey,6nd having their principal offes localed respectively in the ciues of Rolling Meadows,lllinois and Newark, Ne\,v do h€r€by constitute andappointJersey,
William T. Krumm
thelr fuo and lawful attomey('Iin-fact to exocute, ssal and dollver tor and on its beharf as syr€ty, any and ail boncts and undertakings, contracts ofindemnitv and other writingslbiigatorv iJn" ""itil'ii"*ilt wtrictr are or miv 6"}ffi, *q{re.!.or ne-rmitted by raw, sratute, rure, reguration, contracror otherwise, and the execrilsuRAilci-cd'dA-*i;-#'AL{'iiiblli'lil3t'$\hiJfi{ll,?'Uffii,!f:"ryi,,'m.X'j;':l'fuf:,nn:"1****m:
been duly ex6c'tod and acrtnowredgeo tv therr regutrry eteuod offcers at their prrncipal offcos.This Power of Attom€y is exeqrted,,and may be reroked, pulslanl to and by authorily of the By-Laws of HARco ilAnoilAL INSURAJ{CE COMPAI{Yand ll{TERllATlol{AL FIDELITY lxsunarici cdiiliii3lt jl st"nt"orno"i'uni ov Ln,9.,tty91r,e fororvins resorurion adopred by he Boanr ofDireotors of INTERNATIoIIAL FlDEtlrY lNsuRAiCr idnpmv-a
" T9gt";-qrt ilro on 1r9^z0rh dav or Jury, 2010 antr by rhe Boarr of Di;ec{ors orHARco NAnoilAL rt{suRAt{cE coMpanv at a meelng heu on the 13rh of December, 2018'REsoLvED' thal (1) the chlef Exectrtive oficer, Preeident lxgutive vrce President, vice p.reslgenl, or secr€tary of tho corpora*on sha, hav€ thepowor to appoint' and to revoke the appointmenls ;f, Atto;eys'in-Faa
"r "g"nt ;ifi-p;w"r.and authofity ae oetneJ ilr rimited rn their respective powelsof attomev' and to execute on behid or fr; c"'dil;;'and affix rhe ArGii;;:;;;ar rherero, b';Jr, ;;;;iinss, recognizancas, conkacrs orindemnity and other written obligations i" fit" ""iri5 tiitlor or retateo 0rerEtii;?i;y syc,! offcers of the corporation may appoint and r€voke rh6appoinbnents of jnint-oontrol orstodians' ag"nG rot
"""ei'tanc" ot process,'ano-d6ievs-in-laa wilh aurhority to exocute waivers and .onsents onbehaff of the co4oralibn; and (3) th" signari,' or anv
"u-"iiom""r or ir'"-cd;r#;;i * q"g*g.*'s seal may be affi<ed by facsimire ro any powerof attom€y or cerlificalion given for ihe-exe*uon oi'"nv lona, underraring-,'-;fril;, Tnt "g of indemnity or other wittan obrigatron in ths narureth€reof or
'.lated lha-to' such signature
"no t "r"-"i"n ? used wrredir rtlritoror"l, hereafter, being her€by adopted by th€ corporaflon as theoriginal slgnaturs of such ofier ana ne odginat *""r oi ni corp.rrr"., t ur ""iiJ"-J iinaing upon rhe coryoration wth the same force and efiect aslhough manually affixed.'
lN wrNEss WHEREOF. HARco_ilATro[AL rNguRANcE coilpAt{y and |NTERIATTOHALFlDELtw nsuRAircE coMpAiri it"tt;;fi;ilt? a-ni attesteo rhese presenrson this 28th dayofAugust, 2020
STATE OF NEW JERSEY
County ofEssex STATE OF ILL]NOIS
Counly of Cooft
on this 28th day of August' 2020 , before me came lhe individualwho executedthe preceding instrumsnr, to me p€rsonaly known, and.being bv me dulv swom, said he.is the nerein aescrioeJ'a,-Joauthorizeo;ffi;;;ii;ilffi NAnoNAL TNS,RANCE GoMpANy andlllrERtlArloNAl FIDELITY lllsuRAllcE couiAililGi0,e seats affi,J;;il;;;;r""tare-thecoryorate soals orsau companies; rhar ihesaid corporats seals and his signature u,ena dutrriiij-rv otoo or tle aoaras ot ilir"iol or s"u companbs.
Ex€cutivo Mce President,
and lntemational Fidelity
Haroo National lnaurance Company
Ineurance Company
A a
A.
CERnF|GATION MyCommiseionEetresApdt4,20A3
lN TEsrlMoNY WHEREoF, t have horeunto s6t my hand affxed my officiar sear, ar the city of Neu,ark,New Jersoy the day and y6ar first above wdtten.
J*,t"lrtA.
I' the undersigned offier of tlARCo NATIoNAL lNsuRAl{cE cotrrpAily and TNTERI{AT|oI{AL FrDELrw r}rsuRANcE co*pAily do hereby c.rilrythat I have comparod tlle foreqoing *py oitiie Po"eioiattor"y rno affidavit. ano ttre copv orthe.sections of th€ By-Laws of eaid companios as s€tforth in said Pow€r of Attomau, wiir the orrgha. "" irr '" i'r," r'il; ;ti;il;id'Ii,;#,:., and rhat the eam€ are bnecr rranscriprs thereof, and of rhewhole or the said orisinats,
"no
ttrt tr" ""ii
p;;; ;iAiil"v h;; ;;i-b";;;;##ffi:- now in ru, force and effect.
lN TESTIMONY WHEREOF, I have hereunto set my hand lhis 28th day of August, 2020
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VER2 22019 e-PoA-single_principal-Obtigse lrsne Martins, Assistant Secretary
ORDINANCE NO.4363
AN ORDINANCE of the City Council of the
9ity of Kent, Washington, granting ExteNet
Systems, Inc. a five-year non-eiclusive small cellfranchise, and authorizing the Mayor to sign alldocuments necessary to implemenl the full lermsof the negotiated agreement.
RECITALS
A' ExteNet systems, Inc., a Deraware corporation,
("Franchisee") has requested that the City Council grant it a non-exclusive
franchise to construct, maintain, operate, repair, upgrade, remove, replace
and restore small cell networks in the City,s right-of-way.
B, Rcw 3s\.47.04o allows the city to grant nonexclusive
franchises to utility and cable providers for their use of city right of way,
but provides a franchise may not be adopted until at least five days have
passed after the franchise is first introduced to the City Council. This
franchise was first introduced to council at its regular meeting on July 21,
2o2o. Thereafter, it was presented to Council a second time at its regular
meeting on August 4,2o2o. Through this ordinance, council grants a five-
year small cell franchise to ExteNet and authorizes the Mayor to sign all
documents necessary to fully implement the agreement negotiated
between the City and ExteNet.
c. small cells are low-powered and low profile wireless base
stations that function like cells in a mobile wireless network and typically
1 Small Cell Franchise Authorized_
Exteilet Systems, Inc.
cover localized (smaller) areas. Wireless providers use small cells to provide
connectivity in breas where the coverage and capacity of traditional cell
towers are challenged by terrain or buildings and they also use small cells to
provide enhanced capacity to users (e.g., more data, more quickly). Because
they are smaller, small cells are often mounted to existing structures within
the right-of-way, such as utility poles and light poles.
D. Small cell facilities and networks will also be integral to the
deployment of the next generation of wireless service, known as ..5G,, or.'5th
Generation." Wireless providers and the Federal Communications Commission
claim that 5G will provide additional capacity in existing networks for
emergency service, increased data use, telecommuting, and the support of
Internet of Things applications.
E. The city embraces and suppofts small cell technology and the
advances the city expects it to provide, yet also has a fundamental role to
manage the rights-of-way fairly for the residents and tax-payers and protect
the city's significant investments of time, resources and money in
construction, design standards and undergrounding of utilities. In order to
balance the deployment of new technology with the city's role to manage the
rights-of-way, this franchise includes requirements to keep a detailed record
of small cell installations, to relocate facilities to accommodate public
improvement projects and penalties for unauthorized installations.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS:
ORDINANCE
Small Cell Franchise Authorized-
ExteMet Systems, fnc.
2
sEcrroU 7, Franchise., Granted, The small cell Franchise
Agreement between the city of Kent and ExteNet systems, Inc.,
substantially in the form attached and incorporated as Exhibit A, is hereby
granted. Upon ExteNet's acceptance of the small cell Franchise
Agreement, the Mayor is authorized to execute the same on behalf of the
City of Kent, subject to those changes that are not material in nature and
may be authorized by the City Attorney.
sEcrroil 2. Mayoral Authorization The Mayor is fufther
authorized to execute all documents necessary to implement the full terms
of the negotiated franchise.
sEcrroU 3. - severabilitv. If any one or more section, subsection,
or sentence of this ordinance is held to be unconstitutional or invalid, such
decision shall not affect the validity of the remaining portion of this
ordinance and the same shall remain in full force and effect.
sEcrroil 4, - Effective Date. This ordinance, being an exercise of a
power specifically delegated to the city's legislative body, is not subject to
referendum. It shall be published and will take effect thirty (30) days after
its passage. The small cell Franchise Agreement, however, shall become
effective only upon its acceptance by ExteNet systems, Inc. and execution
by the Mayor. Should ExteNet fail to timely file its written acceptance of
the small cell Franchise Agreement, ExteNet will be deemed to have
rejected and repudiated the small cell Franchise Agreement and the
franchise will be voidable by the City.
DANA MLPH, M
August 4. 2020
Date Approved
ATTEST:
Small Cell Franchise Authorized-
ExteMet Systems, Inc.
I
3
CI
KIMBERLEY . KOMOTO, CITY CLERK
APPROVED
PATRICK,ATTORNEY
August 4, 2020
Date Adopted
August 7, 2020
Date Published
Small Cell Franchise Authorized-
Exfenlet Systems,Inc,
UR
4
ORDINANCE NO.4363
AN ORDINANCE of the City Council of theCity of Kent, Washington, granting ExteNet
Systems, Inc. a five-year non-exclusive small cell
franchise, and authorizing the Mayor to sign all
documents necessary to implement the full terms
of the negotiated agreement,
RECITALE
A. ExteNet systems, Inc., a Delaware corporation,
("FranchiseeJ has requested that the City Council grant it a non-exclusive
franchise to construct, maintain, operate, repair, upgrade, remove, replace
and restore small cell networks in the City's right-of-way.
B, Rcw 3sA,47.o4o allows the city to grant nonexclusive
franchises to utility and cable providers for their use of city right of way,
but provides a franchise may not be adopted until at least five days have
passed after the franchise is first introduced to the City Council. This
franchise was first introduced to council at its regular meeting on July 21,
2OZA' Thereafter, it was presented to Council a second time at its regular
meeting on August 4, zo2o. Through this ordinance, council grants a five-
year small cell franchise to ExteNet and authorizes the Mayor to sign all
documents necessary to fully implement the agreement negotiated
between the City and ExteNet.
c. small cells are low-powered and low profile wireless base
stations that function like cells in a mobile wireless network and typically
I Small Cell Franchise Authorized_
Exteilet Systems, Inc,
cover localized (smaller) areas. Wireless providers use small cells to provide
connectivity in areas where the coverage and capacity of traditional cell
towers are challenged by terrain or buildings and they also use small cells to
provide enhanced capacity to users (e.g., more data, more quickly). Because
they are smaller, small cells are often mounted to existing structures within
the right-of-way, such as utility poles and light poles.
D. Small cell facilities and networks will also be integral to the
deployment of the next generation of wireless service, known as ..5G" or "5th
Generation." Wireless providers and the Federal Communications Commission
claim that 5G will provide additional capacity in existing networks for
emergency service, increased data use, telecommuting, and the support of
Internet of Things applications.
E. The city embraces and supports small cell technology and the
advances the City expects it to provide, yet also has a fundamental role to
manage the rights-of-way fairly for the residents and tax-payers and protect
the cityt significant investments of time, resources and money in
construction, design standards and undergrounding of utilities. In order to
balance the deployment of new technology with the city,s role to manage the
rights-of-way, this franchise includes requirements to keep a detailed record
of small cell installations, to relocate facilities to accommodate public
improvement projects and penalties for unauthorized installations.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS:
ORDINANQE
Small Cell Franchise Authorized-
ExteNet Systems, Inc.
2
SECTION t, Franchise Granted, The Small Cell Franchise
Agreement between the city of Kent and ExteNet systems, Inc.,
substantially in the form attached and incorporated as Exhibit A, is hereby
granted. upon ExteNett acceptance of the small cell Franchise
Agreement, the Mayor is authorized to execute the same on behalf of the
City of Kent, subject to those changes that are not material in nature and
may be authorized by the City Attorney.
sEcrroU z. Mayoral Authorlzation The Mayor is further
authorized to execute all documents necessary to imptement the full terms
of the negotiated franchise.
sEcrroil g. - severabirity. If any one or more section, subsection,
or sentence of this ordinance is held to be unconstitutional or invalid, such
decision shall not affect the validity of the remaining portion of this
ordinance and the same shall remain in full force and effect.
sEcrroil 4. - Etfective Date. This ordinance, being an exercise of a
power specifically delegated to the cityt legislative body, is not subject to
referendum. It shall be published and will take effect thirty (30) days after
its passage, The small celr Franchise Agreement, however, shall become
effective only upon its acceptance by ExteNet systems, Inc, and execution
by the Mayor. Should ExteNet fail to timely file its written acceptance of
the small cell Franchise Agreement, ExteNet will be deemed to have
rejected and repudiated the small cell Franchise Agreement and the
franchise will be voidable by the City,
DANA MLPH, MAYOR
August 4. 2020
Date Approved
ATTEST:
Small Cell Franchise Authorized-
ExteMet Systems, Inc.
3
KIMBERLEY A. KOMOTO, CITY CLERK
APPROVED AS TO FORM:
ARTHUR *PAT" FITZPATRICK, CITY ATTORNEY
August4.20?Q
Date Adopted
August 7. 2020
Date Published
Small Cell Franchlse Authorized-
ExteNet Systems, fnc.
4
EXHIBIT A
Small Cell Franchise Agreement
EXTENET sYsrEMs' rNc AND THE crTY oF KENT, wAsHTNGToN
SMALL CELL FRANCHISE AGREEMENT
TABTE OF CONTENTS
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
5.1
SECTION 6.
6.1
6.3
SECTION 7.
REGORDS..,
7.L
7.2
7.3
7.4
7.5
DEFINrTrONS..............I
FRANCHISE GRANTED.....2
GRANT OF AUTHORIW LIMITED 3
TOCATION OF FACILITIES....
RELOCATION OF FACILITIES.......
Relocation Requirement......
Relocation
Locate.....
Notice and Relocation Process......
Alternative Arra n gements
Contractor Delay Claims..
Indemnification.
Moving of Buildings or Other Objects.... ............,.......g
City's Costs...., .,...........g
Survival.
5
6
.6
6
7
7
I
8
9
9
9
5.2
5,3
5.4
5.5
5.6
5.7
5.8
5.9
5.10
.........6
.9
UNDERGROUNDING OF FACIIITIES......,No Installation of Small Cell Facilities
Areas,
Requirement to Remove Small Cell Facilities
Survival
TNFORMATTON,INVENTORY
....9in Undergrounded
26
AND
Information Request
Current Inventory
Inspection
10
,10
10
Public Records Act.,.. .............12
Annual Audit.... 13
sEcTroN 8. WORK IN THE RTGHTS-OF-WAY.... .............13
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ExteNet Systems, Inc. and City of Kent
2O2O Franchise Agreement
SECTION 9.
SECTION 10.
SECTION 11.
SECTION 12.
SECTION 13.
SECTION 14.
SECTION 15.
SECTION 16.
16.1
L6.2
SECTION 17.
SECTION 18.
SECTION 19.
SECTION 20.
SECTION 21.
2L.I
2t.2
SECTION 22.
22.r
22.2
22.3
22.4
22.5
22.6
22.7
22.8
22.9
SECTION 23.
23.L
23.2
23.3
TREES 15
ONE CALL LOCATOR SERVICE 16
SAFEW REQUTREMENTS
WORK OF CONTRACTORS AND SUBCONTRACTORS......... 19
RESTORATION AFTER CONSTRUCTION.. ,........19
EMERGENCY WORK/DANGEROUS CONDrTIONS.............21
RECOVERY OF COSTS, TAXES AND FEES.22
SMAtt CELL FACITITIES - APPROVALS AND PERMITS...2s
City Retains Approval Authority 25
City Approvals and Permits 25
DESIGN STANDARDS..26
UNAUTHORIZED FACXLITIES.26
GRAFFITI ABATEMENT...........27
EMISSIONS REPORTS....27
NO INTERFERENCE
Interference with Public Facilities.
Procedures and Defense.......
Payment of Fees and Costs...
RCW 4.24.115
28
28Inteference with Other Facilities.. ...........29
INDEMNIFICATION ,.......29
. ' '.',,.29General Indemnification.........
Indemnification for Radio Frequency Emissions or Radiation....30
Indemnification for Relocation ,............30
Avoidance
31
...31
Assumption of Risk.......33
Survivial......34
Insurance Limits.34
Deductible/Certificate of Insurance............34
35
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
Endorsements....
SECTION 24. ABANDONMENT
TELECOM M UNICATIONS N ETWORK
Acceptability of Insurers.........
Verification of Coverage.........
BONDS.,.
Construction Gua
Maintenance Bon
Franchise Bond.,.
Form of Bonds.
Maintenance of Insurance 36
OF FRANCHISEE'S
36
38
...,......40
..........40
..45
..45
23.4
23.5
23.6
SECTION 25.
25.1
25.2
25.3
25.4
SECTION 26.
SECTION 27.
SECTION 28.
SECTION 29.
SECTION 30.
SECTION 31.
SECTION 32.
SECTION 33.
SECTION 34.
SECTION 35.
SECTION 36.
sEcTroN 37.
SECTION 38.
SECTION 39.
SECTION 40.
SECTION 41.
36
36
MODIFICATION....40
REVOCATION..... ,,.....40
REMEDIES TO ENFORCE COMPLIANCE........ ..,...,41
NON-WAMR,....... ....42
POLICE POWERS AND CITY ORDINANCES...42
COST OF PUBLICATION.. ,,,.,,..43
ACCEPTANCE. ......
.......43
ASSIGNMENT..44
ENTIRE AGREEMENT...
EMINENT DOMAIN......
vAcATroN.......45
SEVERABILITY...............46
COMPTIANCE WITH ALL APPLICABLE LAWS. ...,,.,47
.43
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
SECTION 42.
SECTION 43.
SECTION 44.
SECTION 45.
ATTORNEV'S FEES. .,,,,,,.,,47
HAZARDOUS SUBSTANCES, ....,,,r,.,,,.,.........,....48
LTCENSES, FEES AND TA)GS... ......48
MISCELLANEOUS.. ..................48
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ExteNet Systems, Inc. and City of Kent
2020 Franch ise Agreement
EXTENET sYsTEMs' INC AND THE CITY oF KENT' wAsHINGToN
SMALL CELL FRANCHISE AGREEMENT
SECTION 7. ' Definitions,. In addition to terms otherwise defined herein,
the following definitions shall apply generally to the provisions of this Franchise.
1.1 "Director" means the Public Works Director or designee.
1.2 "Rights-of-way" (singular "Right-of-way") as used in this Franchise, means
the surface of, and the space above and below, any public street, highway,
freeway, bridge, land path, alley, court, boulevard, sidewalk, way, lane, public way,
drive, circle, pathways, spaces, or other public right-of-way, and over which the
City has authority to grant permits, licenses or franchises for use thereof, or has
regulatory authority thereover. Rights-of-Way for the purpose of this Franchise do
not include railroad right-of-way, airports, harbor areas, buildings, parks, poles,
conduits, open spaces, nature trails, dedicated but un-opened right-of-way,
undedicated streets and/or right-of-way, environmentally sensitive areas and any
land, facilities, or property owned, maintained, or leased by the city in its
governmental or proprietary capacity or as an operator of a utility.
1.3 "small cell Equipment" or "small cell Facilities,, means wireless
Telecommunications Facilities attached, mounted, or installed on a proprietary or
leased pole, excluding monopole towers, that is located in Right-of-Way and used to
provide "personal wireless service" as defined in Title 47, United States Code,
Section 332(c)(7)(C), including all future amendments.
L.4 "Utility Pole" means a pole or vertical structure owned by a utility company
or other third party with the right either pursuant to state law or a franchise to
place such facilities in the Right-of-Way. An "Original Utility Pole" is a pole that has
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
not been replaced to accommodate Small Cell Facilities, but that is capable of
accommodating Small Cell Facilities. A "Replacement Utility Pole" means a pole that
replaces an Original Utility Pole to accommodate Small Cell Facilities and does not
result in an increase in the total number of Utility Potes. Each reference to a Utility
Pole herein includes any Original Utility Pole and any Replacement Utility pole.
SECTION 2. - Franchise Granged,
2-t Pursuant to RCW 35A.47.040, the City of Kent, a Washington municipal
corporation ("city"), hereby grants to ExteNet systems, Inc (..Franchisee,,), its
successors, legal representatives and assigns, subject to the terms and conditions
set forth below, a non-exclusive Franchise for a period of five (5) years beginning
on the effective date of this agreement.
2.2 This Franchise agreement grants Franchisee the right, privilege, and
authority to construct, operate, maintain, replace, relocate, restore, upgrade,
remove, excavate, acquire, sell, lease, and use the Small Cell Facilities, as defined
in Section 1.3, for its telecommunications network, in, under, on, across, over,
through, along or below the public Rights-of-Way located in the City of Kent, as
approved pursuant to City codes and permits issued pursuant to this Franchise. This
Franchise does not authorize the installation of any ground mounted equipment
anywhere within the Rights-of-Way.
2.3 This Franchise shall not prevent the City from granting franchises in, along,
over, through, under, below, or across any Rights-of-Way. This Franchise shail not
prevent or prohibit the City from using any Rights-of-Way or affect its jurisdiction
over any Rights-of-Way or any part of Rights-of-Way. The City shall retain power to
make all necessary changes, retocations, repairs, maintenance, establishment,
improvement, dedication of Right'of-Way as the City deems fit, including the
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ExteNet Systems, Inc. and City of Kent
2020 Franch ise Agreement
dedication, establishment, maintenance, and improvement of all new Rights-of-
way, thoroughfares, and other public properties of every type and description.
SECTION 3. - Grant of Authoritv Limlted.
3.1 The authority granted by this Franchise is a limited authorization to occupy
and use the Rights-of-Way throughout the City (the "Franchise Area"). The
Franchisee is authorized to place its Facilities in the Rights-of-Way only consistent
with this Franchise, the City of Kent Zoning Code, the Comprehensive plan, the
Area Design and Construction Standards and the Kent Municipal Code (collectively
the "Codes"). Nothing contained herein shall be construed to grant or convey any
right, title, or interest in the Rights-of-Way of the City to the Franchisee other than
for the purpose of providing telecommunications services. Franchisee hereby
warrants that it expects to provide the following services within the City: small cell
network consisting of a collection of interrelated Small Cell Facilities designed to
deliver personal wireless services (the "services"). Services do not include personal
wireless services and associated facilities that fall outside of the definition of small
Cell Facilities (i,e., macro facilities).
3.2 This Franchise does not grant Franchisee the right to install and operate
wires and facilities to provide wireline broadband transmission services, whether
provided by a third party provider, Franchisee, or a corporate affiliate of Franchisee.
Any entity that provides such wireline broadband transmission services must have
an independent franchise to use the Rights-of-Way outside of this Franchise.
Fufther, this Franchise does not grant the right to offer cable internet services or
Cable Services as those terms are defined in 47 U.S.C. S 522(6) by wireline
transmission,
3.3 This Franchise does not grant Franchisee the right to install any facility,
infrastructure, wires, lines, cables, or other equipment, on any city propefty other
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
than a Right-of-Way, or upon private property without the owner's consent, or upon
or in any City, public or privately owned poles or conduits.
3.4 Nothing within this Franchise shall be construed to grant or convey any right,
title, or interest in the Rights-of-Way of the City to Franchisee other than for the
purpose of providing the Services, or to subordinate the primary use of the Right-
of-Way as a public thoroughfare.
3.5 If Franchisee desires to expand the Services provided within the City, it shall
request a written amendment to this Franchise. If Franchisee desires to use City
owned property, including poles and structures within the Rights-of-Way it shall
enter into a separate lease or license agreement with the city.
3.6 Franchisee shall have the right, without prior City approval, to lease the
Facilities, grant a right of user interest in the Facilities or any portion thereof or
offer or provide capacity or bandwidth to its lessees or customers consistent with
this Franchise provided :
a. Franchisee at all times retains exclusive control over its
telecommunications system, Facilities and Services and remains
responsible for constructing, installing, and maintaining its Facilities
pursuant to the terms and conditions of this Franchise;
b. Franchisee may not grant rights to any customer or lessee that are
greater than any rights Franchisee has pursuant to this Franchise;
c. Such customer or lessee shall not be construed to be a third-pafty
beneficiary under this Franchise; and
d' No such customer or lessee may use the telecommunications system
or Services for any purpose not authorized by this Franchise, nor to
sell or offer for sale any service to the citizens of the City without all
required business licenses, franchise or other form of state wide
approval.
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ExteNet Systems, Inc, and City of Kent
2020 Franchise Agreement
ECTION 4. - Locatian of Facllltiesn
4.L Franchisee may locate its Facilities anywhere within the Franchise Area
consistent with the City's Design and Construction Standards and area design and
construction standards and subject to the City's applicable Code requirements.
Franchisee shall not be required to amend this Franchise to construct or acquire
Facilities within the Franchise Area, provided that Franchisee does not expand its
Services beyond those described in Section 3.1.
4.2 To the extent that any Rights-of-Way within the Franchise Area are part of
the state highway system ("State Highways") and are governed by the provisions of
chapter 47.24 RCW and applicable Washington State Department of Transportation
("WSDOT") regulations, Franchisee shall comply fully with these requirements in
addition to local ordinances and other applicable regulations. Without limitation of
the foregoing, Franchisee specifically agrees that:
a. any pavement trenching and restoration performed by Franchisee
within State Highways shall meet or exceed applicable WSDOT
requirernents;
b. any portion of a State Highway damaged or injured by Franchisee shall
be restored, repaired and/or replaced by Franchisee to a condition that
meets or exceeds applicable WSDOT requirements; and
c. without prejudice to any right or privilege of the city, wsDor is
authorized to enforce in an action brought in the name of the State of
Washington any condition of this Franchise with respect to any portion
of a State Highway.
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
SECTIOry 5. - Relocation of Emalt Cell Facllities'
5.1 Relocation Reguirement. Franchisee agrees to protect, support, temporarily
disconnect and then reconnect, relocate, or remove from any Rights-of-Way any of
its Facilities when reasonably required by the City by reason of traffic conditions,
public safety, dedications of new Rights-of-way, the establishment and
improvement of new Rights-of-Way, widening or improvement of existing Rights-of-
Way or both, street vacations, freeway construction, change or establishment of
street grade, or the construction of any public improvement or structure by any
governmental agency acting in a governmental capacity or as otherwise necessary
for the operations of the City or other governmental entity. Collectively, such
matters are referred to within this Franchise with the term "public Improvement."
5'2 Relocation. If the request for relocation from the City arises from a public
Improvement, in which structures or poles are either replaced or removed, then
Franchisee shall relocate or remove its Facilities as required by the City, and at no
cost to the City, subject to the procedure in Section 5.4. Franchisee acknowledges
and agrees that the placement of Small Cell Facilities on third-party owned or City
owned structures does not convey an ownership interest in such structures.
Franchisee acknowledges and agrees, that to the extent Franchisee's Small Cell
Facilities are on poles owned by third parties, the City shall not be responsible for
any costs associated with requests for relocation which the City makes solely for
aesthetic purposes and where such request arises out of a Public Improvement.
5'3 Locate. Upon written request of the City, or a third party performing work in
the Right-of-Way, and in order to facilitate the design of City street and Right-of-
Way improvements, Franchisee agrees, at its sole cost and expense, to locate, and
if determined necessary by the City, to excavate and expose its Facilities for
inspection so that the Facilities' location may be taken into account in the
improvement design. The decision as to whether any Facilities need to be retocated
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
in order to accommodate the Public Improvement shall be made by the City upon
review of the location and construction of Franchisee's Facilities. The City shall
provide Franchisee at least fourteen (14) calendar days'written notice prior to any
excavation or exposure of Facilities. Franchisee shall be responsible for any delays
due to failure to locate its Facilities when requested, except that Franchisee shall
not be responsible for delays or damages due to circumstances beyond the control
of the Franchisee.
5.4 Notice and Relocation Procedure. If the City determines that the public
Improvement necessitates the relocation of Franchisee's existing Facilities, the City
shall:
a. At least ninety (90) calendar days prior to commencing the public
lmprovement, provide Franchisee with written notice requiring such relocation and
a date by which relocation must be complete; provided, however, that in the event
of an emergency situation, defined for purposes of this Franchise as a condition
posing an imminent threat to propefty, life, health, or safety of any person or
entity, the City shall give Franchisee written notice as soon as practicable; and
b. At least ninety (90) calendar days prior to commencing the public
Improvement, provide Franchisee with copies of pertinent portions of the plans and
specifications for the improvement project and a proposed location for Franchisee,s
Facilities so that Franchisee may relocate its Facilities in other City Rights-of-Way in
order to accommodate such public Improvement; and
c. After receipt of such notice and such plans and specifications,
Franchisee shall complete relocation of its Facilities consistent with the date for
relocation established in accordance with this Section 5.4 at no charge or expense
to the City, except as otherwise provided by law. Relocation shall be accomplished
in such a manner as to accommodate the public Improvement.
5.5 Alternative Arrangements. The Franchisee may make its own appropriate
arrangements in response to a request for relocation of its Facilities from a person
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ExteNet Systems, Inc. and City of Kent
2020 Fra nch ise Agreement
or entity other than the City, so long as any improvements being constructed are
not or will not become City-owned, operated or maintained; except that any such
arrangements shall not unduly delay a city construction project.
5.6 Contractor Delay Claims. Franchisee shall be solely responsible for the out-
of-pocket costs incurred by the City for delays in a Public Project to the extent the
delay is caused by or arises out of Franchisee's failure to comply with the final
schedule for the relocation (other than as a result of a Force Majeure Event or
causes or conditions caused by the acts or omissions of the City or any third party
unrelated to Franchisee; Franchisee vendors and contractors shall not be
considered unrelated third parties). Such out-of-pocket costs may include, but are
not limited to, payment to the City's contractors and/or consuttants for increased
costs and associated court costs, interest, and reasonable attorneys' fees incurred
by the City to the extent directly attributable to such Franchisee's caused delay in
the Public Project.
5.7 Indemnification. Franchisee will indemnify, hold harmless, and pay the costs
of defending the city, in accordance with the provisions of section 22.
5'8 Moving of Buildings or Othqr Objects. Franchisee shall, on the request of any
individual or private entity holding a valid permit issued by a governmental
authority, temporarily remove, raise or lower its Facilities to permit the moving of
buildings or other objects. The expense of such temporary removal, raising or
lowering of Facilities shall be at the expense of the requestor.
5.9 City's Costs. If Franchisee fails, neglects, or refuses to remove or relocate its
Facilities as directed by the City following the procedures outlined in this Section 5,
the City may perform such work or cause it to be done, and the City's costs shall be
paid by Franchisee pursuant to Sections 15.3 and 15.4.
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ExteNet Systems, Inc. and City of Kent
2O2O Franch ise Agreement
5.10 Survival. The provisions of this Section 5 shall survive the expiration or
termination of this Franchise during such time as Franchisee continues to have
Facilities in the Rights-of-Way,
SECTION 6. - Ilnderorounding of Facillties,
6.1 No Installation of Small Cell Fasilities in Underqrounded Areas. Franchisee
shall not install Small Cell Facilities in areas that already have undergrounding of
aerial utilities, except as authorized by the Director and in compliance with any
Kent Construction Standards. Any Facilities so located shall be approved by the
Director and if such Facilities include the installation of a new pole or installation on
a City-owned pole, Franchisee shall be required to enter into a separate agreement
with the City for such installations.
6'2 Requirement to Remove Small Cell Facilities. Franchisee hereby
acknowledges and agrees that whenever the City requires the undergrounding of
the aerial utilities in any area of the City, which includes the removal of structures
(e.g', Utility Poles) in the Rights-of-Way, Franchisee will also be required to remove
or relocate its Facilities from such structures within the timeframe set for such
undergrounding project. If the aerial utilities are required to be undergrounded,
Franchisee's grant of permission for Smatl Cell Facilities on Utility poles in that area
will be automatically revoked upon removal of these Utility poles. Franchisee may
re-install any Small Cell Facilities only as authorized by the Director and in
compliance with any Kent Construction Standards, unless otherwise approved by
the Director, Installation of new poles shall require a site specific separate
agreement pursuant to chapter 35.99 RCW.
6.3 Survival. The provisions of this Section 6 shall survive the expiration,
revocation, or termination of this Franchise. Nothing in this Section 6 shall be
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
construed as requiring the City to pay any costs of undergrounding any of the
Franchisee's Facilities.
SECTION 7, - Information. fnventorv and Records.
7.L InformationReouest.
a' Franchisee shall supply and maintain updated, at no cost to the City,
any information reasonably requested by the City to coordinate its
functions with the Franchisee's activities and fulfill any municipal
functions under state law. This required information may include, but
is not limited to, any installation inventory, location of existing or
planned Facilities, maps, plans, operational data, and as-built drawings
of Franchisee's Facilities in the City. Franchisee shall warrant the
accuracy of all information provided to the City.
b. Within thirty (30) calendar days of a written request from the Director,
but in no event more than once annually, the Franchisee shall furnish
the City with information sufficient to demonstrate: 1) that the
Franchisee has complied with all applicable requirements of this
Franchise; and 2) that all utility taxes due the City in connection with
the Franchisee's seruices and Facilities provided by the Franchisee
have been properly collected and paid by the Franchisee.
7.2 Current Inventorv.
a' Franchisee shall maintain a current inventory of Small Cell Facilities
throughout the Term of this Franchise. Franchisee shall provide to City
a copy of the inventory report no later than one hundred eighty (190)
calendar days after the Effective Date of this Franchise, and an
updated inventory report shall be provided by December 31 of each
year and within thirty (30) calendar days of a reasonable request by
the City. The inventory report shall include GIS coordinates, date of
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
installation, type of pole used for installation, description/type of
installation for each Small cell Facility installation and photographs
taken before and after the installation of the small cell Facility and
taken from the public street,
small cell Facilities that are considered Deactivated Facilities, as
described in section 24.1, shall be included in the inventory report and
Franchisee shall provide the same information as is provided for active
installations as well as the date the Facilities were deactivated and the
date the Deactivated Facilities were removed from the Right-of-way.
The city shall compare the inventory report to its records to identify
any discrepancies, and the parties will work together in good faith to
resolve any discrepancies. Franchisee is not required to report on
future inventory repofts any Deactivated Facilities which were
removed from the Right-of-way since the last reported inventory and
may thereafter omit reference to the Deactivated Facilities. Franchisee
shall keep the city reasonably informed of its long-range plans for
coordination with the City's long-range plans.
7.3 Inspection. All books, records, maps, and other documents maintained by
Franchisee with respect to its Facilities within the Rights-of-Way shall be made
available for inspection by the City at reasonable times and intervals; except that
nothing in this Section 7.3 shall be construed to require Franchisee to violate state
or federal law regarding customer privacy, nor shall this Section 7.3 be construed
to require Franchisee to disclose proprietary or confidential information without
adequate safeguards for its confidential or proprietary nature. Unless otherwise
permitted or reguired by state or federal law, nothing in this Section 7.3 shall be
construed as permission to withhold relevant customer data from the City that the
City requests in conjunction with a tax audit or review; provided, however,
Franchisee may redact identifying information such as names, street addresses
(excluding city and zip code), Social Security Numbers, or Employer Identification
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b
Numbers related to any confidentiality agreements Franchisee has with third
parties.
7.4 Public Records Act.
a. Franchisee acknowledges that information submitted to the City is
subject to the Washington Public Records Act, chapter 42.56 RCW, and
is open to public inspection, subject to any exceptions permitted by
law (i,e., unless an exemption applies).
b. Franchisee may identify documents submitted to the City that
Franchisee believes are non-disclosable, such as trade secrets.
Franchisee shall be responsible for clearly and conspicuously
identifying the work as confidential or proprietary, and shall provide a
brief written explanation as to why such information is confidential and
how it may be treated as such under state or federal law. The City
agrees to keep confldential any proprietary or confidential books or
records to the extent permitted by law.
c. If the City receives a public records request under chapter 42.56 RCW
or similar law for the disclosure of the documents or any part of the
documents Franchisee has designated as confidential, trade secret, or
proprietary, the City shall provide Franchisee with written notice of the
request, including a copy of the request prior to disclosure so that
Franchisee can take appropriate steps to protect its interests. Nothing
in this Section 7.4 prohibits the City from complying with chapter
42.56 RCW or any other applicable law or court order requiring the
release of public records, and the City shall not be liable to Franchisee
for compliance with any law or court order requiring the release of
public records. The City will not assert an exemption from disclosure or
production on Franchisee's behalf.
d. The City shall comply with any injunction or court order obtained by
Franchisee that prohibits the disclosure of any such confidential
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records. If a higher court ovefturns an injunction or court order and
such higher couft action is or has become final and non-appealable,
Franchisee shall reimburse the city for any fines or penalties imposed
for failure to disclose such records within forty-five (45) calendar days
of a request from the city, unless additional time is reasonably
necessary under the circumstances and is agreed to by the parties.
7.5 Annual Audit. On an annual basis, upon thirty (30) calendar days prior
written notice, the City shall have the right to conduct an independent audit of
Franchisee's records reasonably related to the administration or enforcement of this
Franchise, in accordance with GAAP. If the audit shows that tax or fee payments
have been underpaid by three percent (3o/o) or more, Franchisee shall pay the total
cost of the audit.
SECTION 8. - Work in the Riohts-of-Way.
8.1 During any period of relocation, construction or maintenance, all work
pefformed by Franchisee or its contractors shall be accomplished in a safe and
workmanlike manner and only after obtaining permits pursuant to Section g.3.
Franchisee shall minimize interference with the free passage of traffic and the free
use of adjoining propefty, whether public or private. Franchisee shall at all times
post and maintain proper traffic control to warn and direct the road users. Traffic
control devices include but are not limited to barricades, traffic cones, traffic drums,
tubular markers, flags, certified flaggers, lights, ftares, and other measures as
required for the safety of all members of the general public. Franchisee shall also
comply with all applicable safety regulations during such period of construction as
required by the ordinances of the City or the laws of the State of Washington,
including RCW 39.04.180 for the requirement of trench safety systems for trench
excavations. The provisions of this Section 8.1 shall survive the expiration or
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termination of this Franchise and during such time as Franchisee continues to have
Facilities in the Rights-of-Way.
8.2 Franchisee shall, at its own expense, maintain its Facilities in a safe
condition, in good repair, and in a manner suitable to the City. Additionally,
Franchisee shall keep its Facilities free of debris and anything of a dangerous,
noxious, or offensive nature or which would create a hazard or undue vibration,
heat, noise, or any interference with City services. The provisions of this Section
8.2 shall survive the expiration of this Franchise during such time as Franchisee
continues to have Facilities in the Rights-of-Way.
8.3 Whenever Franchisee shall commence work in any Rights-of-Way for the
purpose of excavation, installation, construction, repair, maintenance, or relocation
of its Facilities, it shall apply to the City for a permit to do so. During the progress
of the work, the Franchisee shall not unnecessarily obstruct the passage or proper
use of the Rights-of-Way, and all work by the Franchisee in the area shall be
performed in accordance with applicable City standards and specifications and
warranted for a period of two (2) years. In no case shall any work commence within
any Rights-of-Way without a permit, except as otherwise provided in this Franchise.
8.4 If either the City or Franchisee plans to make excavations in any area
covered by this Franchise and as described in this Section 8,4, the party planning
such excavation shall afford the other an opportunity to share such excavation,
PROVIDED THAT:
a. The joint use shall not unreasonably delay the work of the party
causing the excavation to be made;
b. The joint use shall be arranged and accomplished on terms and
conditions satisfactory to both parties; and
c. The initiating party may deny such request for safety reasons.
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8'5 Upon prior written notice from the City, Franchisee shall meet with the City
and other franchise holders to schedule and coordinate construction in the Rights-
of-Way' To minimize public inconvenience, disruption or damage, the Franchisee
shall coordinate all construction locations, activities, and schedules as reasonably
directed by the City.
8.6 Franchisee acknowledges that it shall be solely responsible for compliance
with all marking and lighting requirements of the FAA and the FCC with respect to
Franchisee's Facilities. Franchisee shall indemnify, defend and hold the City
harmless from any fines or other liabilities caused by Franchisee's failure to comply
with these requirements. Should Franchisee or the City be cited by either the FCC
or the FM because the Facilities or Franchisee's equipment is not in compliance and
should Franchisee fail to cure the conditions of noncompliance within the timeframe
allowed by the citing agency, the City may elect any or all of the following
remedies: (1) cure the conditions of noncompliance at Franchisee's expense, and
collect all reasonable costs from Franchisee in accordance with the provisions of
Section 15.3 and Section L5.4; (2) collect damages pursuant to Section 2g,2; or
(3) revoke this Franchise pursuant to Section 27. Franchisee shall not be liable for
any claims, damages or liability resulting from City's acts in effecting the cure on
behalf of Franchisee.
SECTION 9. - Trees.
9' 1 Franchisee may trim trees upon and overhanging on Rights-of-Way, streets,
alleys, sidewalks, and other public places of the City so as to prevent the branches
of any such trees from coming in contact with Franchisee's Facilities. The right to
trim trees in this Section 9.1 only applies to the extent necessary to protect above
ground Facilities. Franchisee shall avoid unnecessary trimming of trees and
vegetation in the vicinity of its Facilities and shall avoid damaging any trees or
vegetation. Franchisee shall ensure that its tree trimming activities protect the
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appearance, integrity, and health of the trees to the extent reasonably possible.
Franchisee shall be responsible for all debris removal from such activities.
9'2 Upon the written request of the Director, Franchisee shall prepare and
maintain a tree trimming schedule to ensure compliance with this Section 9.2 and
to avoid exigent circumstances where tree cutting, trimming, or removal is
necessary to protect the public safety or continuity of service. Franchisee shall
submit the tree trimming schedule to the Director, Franchisee shall notify and
obtain written approval from the City, which shall not be unreasonably withheld,
delayed or conditioned, before completing any trimming, except in an emergency.
9.3 All tree trimming shall be completed at the expense of Franchisee. Franchisee
may contract for such services, however, City approval is required prior to
commencing such trimming, which shall not be unreasonably withheld, delayed or
conditioned. Nothing in this Franchise grants Franchisee any authority to act on
behalf of the City, to enter upon any private propefty, or to trim any tree or natural
growth not owned by the City. Except in an emergency, all tree trimming must be
performed under the direction of an arborist certified by the International Society of
Arboriculture, unless otherwise approved by the Director.
9.4 Franchisee shall be solely responsible and liable for any damage to any third
parties' trees or natural growth caused by Franchisee's actions, Franchisee shall
indemnify, defend and hold harmless the City from claims of any nature arising out
of any act or negligence of Franchisee with regard to tree and/or natural growth
trimming, damage, and/or removal. Franchisee shall reasonably compensate the
city or the property owner for any damage caused by trimming, damage, or
removal by Franchisee.
SECTION tO. - One Call Locator Serulce. Prior to doing any work in the
Rights-of-Way, Franchisee shall follow established procedures, including contacting
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the Utility Notification Center in Washington and comply with all applicable State
statutes regarding the One Call Locator Service pursuant to chapter L9.I2Z RCW.
Fufther, upon request by the City or a third party, Franchisee shall locate its
Facilities consistent with the requirements of chapter L9.L2Z RCW. The City shall
not be,'liable for any damages to Franchisee's Facilities or for interruptions in
service to Franchisee's customers that are a direct result of Franchisee's failure to
locate its Facilities within the prescribed time limits and guidelines established by
the One Call Locator Seruice regardless of whether the City issued a permit.
SECTION ,77. - S,afeV. Requtrements,
11.1 Franchisee shall, at all times, employ professional care and shall install and
maintain and use industry-standard methods for preventing failures and accidents
that are likely to cause damage, injuries, or nuisances to the public. All structures
and all lines, equipment, and connections in, over, under, and upon the Rights-of-
Way, wherever situated or located, shall at all times be kept and maintained in a
safe condition. Franchisee shall comply with all federal, state, and City safety
requirements, rules, regulations, laws, and practices, and employ all necessary
devices as required by applicable law during the construction, operation,
maintenance, upgrade, repair, or removal of its Facilities. By way of illustration and
not limitation, Franchisee shall also comply with the applicable provisions of the
National Electric Code, National Electrical Safety Code, FCC regulations, and
Occupational Safety and Health Administration (OSHA) Standards. The City
reseryes the general right to inspect the Facilities to evaluate if they are
constructed and maintained in a safe condition.
7t.2 If an unsafe but non-emergent condition or a violation of Section 11.1 is
found to exist, and becomes known to the City, the City agrees to give Franchisee
written notice of such condition and afford Franchisee a reasonable opportunity to
repair the condition. If Franchisee fails to start to make the necessary repairs and
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alterations within a reasonable time frame specified in such notice (and pursue such
cure to completion), then the City may make such repairs or contract for them to
be made' All costs, including administrative costs, incurred by the City in repairing
any unsafe conditions shall be borne by Franchisee and reimbursed to the City
pursuant to Sections 15.3 and 15.4.
11.3 Additional safety standards include:
a. Franchisee shall endeavor to maintain all Facilities in an orderly
manner, including, but not limited to, the placement of any cables
connecting equipment in an orderly manner.
b. All installations of equipment, lines, and ancillary facilities shall be
installed in accordance with industry-standard engineering practices
and shall comply with all federal, state, and local regulations,
ordinances, and laws.
c. The Franchisee shall at all times protect any opening or obstruction in
the Rights-of-Way or other public places made by Franchisee in the
course of its operations by the placement of adequate barriers, fences,
or boarding, the bounds of which, during periods of dusk and
darkness, shall be clearly marked and visible.
IL.4 On notice from the City that any work is being performed contrary to the
provisions of this Franchise, or in an unsafe or dangerous manner as reasonably
determined by the City, or in violation of the terms of any applicable permit, laws,
regulations, ordinances, or standards, the work may immediately be stopped by the
City. The stop work order shall:
a. Be in writing;
b. Be given to the person doing the work or posted on the work site;
c. Be sent to Franchisee by overnight delivery;
d. Indicate the nature of the alleged violation or unsafe condition; and
e. Establish conditions under which work may be resumed.
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SECTION 72. ' Work of Contractors and Subcontractors. Franchisee's
contractors and subcontractors shall be licensed and bonded in accordance with
State law and the City's ordinances, regulations, and requirements. Work by
contractors and subcontractors are subject to the same restrictions, limitations, and
conditions as if the work were performed by Franchisee. Franchisee shall be
responsible for all work performed by its contractors and subcontractors and others
peforming work on its behalf as if the work were performed by Franchisee and
shall ensure that all such work is performed in compliance with this Franchise and
applicable law.
ECTION 73, - Restoration after Construcfion.
13'1 Franchisee shall repair any damage to the Rights-of-Way, and the property of
any third PartY, after installation, construction, relocation, maintenance, or repair of
its Facilities or after abandonment approved pursuant to Section 24, within thirty
(30) days following the date of any of these activities at Franchisee's sole cost and
expense. Franchisee shall restore the Rights-of-Way and the surface of the Rights-
of-Way to the same or better condition as it was immediately prior to any
installation, construction, relocation, maintenance or repair by Franchisee,
reasonable wear and tear excepted. Franchisee shall not be responsible for any
changes to the Rights-of-Way not caused by Franchisee or anyone doing work for
Franchisee' No survey monument may be removed (or replaced) without a
professional land surveyor obtaining a permit in advance from the Washington
State Department of Natural Resources and submitting a copy of the approved
permit to the City. Franchisee shall restore all concrete encased monuments that
will be disturbed or displaced by such work to City standards and specifications, The
Director shall have final approval of the condition of the Rights-of-Way after repair
or restoration by the Franchisee.
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L3.2 Franchisee agrees to complete all restoration work to the Franchise Area or
other affected area at its sole cost and expense and according to the time and
terms specified in the construction permit issued by the City. All work by Franchisee
pursuant to this Franchise shall be peformed in accordance with applicable City
standards and warranted for a period of two (2) years and for undiscovered defects
as is standard and customary for this type of work.
13.3 If conditions (e.9., weather) make the complete restoration required under
this Section 13 impracticable, Franchisee shall temporarily restore the affected
Right-of-Way or property. Such temporary restoration shall be at Franchisee's sole
cost and expense, Franchisee shall promptly undertake and complete the required
permanent restoration when conditions no longer make such permanent restoration
impracticable.
L3.4 If Franchisee does not repair a Right-of-Way or an improvement in or to a
Right-of-Way within the reasonable time agreed to by the Director, the City may
repair the damage and shall be reimbursed its actual cost within sixty (60) calendar
days of submitting an invoice to Franchisee in accordance with the provisions of
Section 15.3 and Section 15,4. In addition, and pursuant to Section 15.3 and L5.4,
the City may bill Franchisee for expenses associated with the inspection of such
restoration work. The failure by Franchisee to complete such repairs shall be
considered a breach of this Franchise and is subject to remedies by the City
including the imposition of damages consistent with Section 28.2.
13.5 The provisions of this Section 13 shall survive the expiration or termination
of this Franchise so long as Franchisee continues to have Facilities in the Rights-of-
Way and has not completed all restoration to the City's standards.
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ECTION 74, - Emergencv Work'F-qgerous Conditions.
t4.L In the event of any emergency in which any of Franchisee's Facilities located
in the Rights-of-Way breaks, falls, becomes damaged, or if Franchisee's Facilities is
otherwise in such a condition as to immediately endanger the property, life, health
or safety of any person, entity or the City, Franchisee shall immediately take the
proper emergency measures to repair its Facilities, to cure or remedy the
dangerous conditions for the protection of property, life, health or safety of any
person, entity or the City without first applying for and obtaining a permit as
reguired by this Franchise. However, this shall not relieve Franchisee from the
requirement of obtaining any permits necessary for this purpose, and Franchisee
shall apply for all such permits on the next day Kent City Hall is open for business.
L4.2 The City retains the right and privilege to cut, move or remove any Small Cell
Facilities located within the Rights-of-Way of the City, as the City may determine to
be necessary, appropriate or useful in response to any public health or safety
emergency, including the knockdown of a Utility Pole with Small Cell Facilities.
14.3 The City shall not be liable for any damage to or loss of Facilities within the
Rights-of'Way as a result of or in connection with any public works, public
improvements, construction, grading, excavation, filling, or work of any kind in the
Rights-of-Way by or on behalf of the City, except to the extent directly and
proximately caused by the negligence or willful acts of the City, its employees,
contractors, or agents. The City shall further not be liable to Franchisee for any
direct, indirect, or any other such damages suffered by any person or entity of any
type as a direct or indirect result of the City's actions under this Section 14 except
to the extent caused by the negligence or willful acts of the City, its employees,
contractors, or agents.
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L4.4 Whenever the construction, installation or excavation of Facilities authorized
by this Franchise has caused or contributed to a condition that appears to
substantially impair the lateral support of the adjoining street or public place, or
endangers the public, an adjoining public place, street utilities or City property, the
Director may direct Franchisee, at Franchisee's own expense, to take reasonable
action to protect the public, adjacent public places, City property or street utilities,
and such action may include compliance within a prescribed time. If the Franchisee
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, before the City can timely contact Franchisee to request
Franchisee effect the immediate repair, the City may access the Facilities and take
such reasonable actions as are necessary to protect the public, the adjacent
streets, or street utilities, or to maintain the lateral support thereof, or reasonable
actions regarded as necessary safety precautions, and Franchisee shall be liable to
the City for the costs thereof.
14.5 Franchisee shall promptly reimburse the City in accordance with the
provisions of Section 15.3 and Section L5.4 for any and all costs the City
reasonably incurs in response to any emergency situation involving Franchisee's
Facilities, to the extent the emergency is not the fault of the City. The City agrees
to simultaneously seek reimbursement from any franchisee or permit holder who
caused or contributed to the emergency situation.
SECTION 75, - RecoUerv ofCosts, Taxes and Fees.
15'1 The City may charge for the actual administrative expenses incurred by the
City that are directly related to the receiving and approving this Franchise pursuant
to RCW 35.21.860, including the costs associated with the City's legal costs
incurred in drafting and processing this Franchise, and all work related thereto
pursuant to Rcw 35.21,860(1Xb), in an amount not to exceed g6,000,00. No
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permits shall be issued for the installation of any Facilities until such time as the
City has received payment of this fee.
L5.2 Franchisee shall further be subject to all permit fees associated with activities
undertaken through the authority granted in this Franchise or under the laws of the
City. Where the City incurs costs and expenses for review, inspection, or
supervision of activities, including but not limited to reasonable fees associated with
attorneys, consultants, City Staff and City Attorney time, undertaken through the
authority granted in this Franchise or any ordinances relating to the subject for
which a permit fee is not established, Franchisee shall pay such costs and expenses
directly to the city in accordance with the provisions of section 15.3.
15.3 Franchisee shall reimburse the City within sixty (60) calendar days of
submittal by the City of an itemized billing for reasonably incurred costs, itemized
by project, for Franchisee's proportionate share of all actual, identified expenses
incurred by the City in planning, constructing, installing, repairing, altering, or
maintaining any City facility as the result of the presence of Franchisee's Facilities
in the Rights-of-Way. Such costs and expenses shall include but not be limited to
Franchisee's propottionate cost of City personnel assigned to oversee or engage in
any work in the Rights-of-Way as the result of the presence of Franchisee's
Facilities in the Rights-of-Way. Such costs and expenses shall also include
Franchisee's proportionate share of any time spent reviewing construction plans in
order to either accomplish the relocation of Franchisee's Facilities or the routing or
rerouting of any utilities so as not to interfere with Franchisee's Facilities.
L5.4 The time of City employees shall be charged at their respective rate of
salary, including oveftime if applicable, plus benefits and reasonable overhead. Any
other costs will be billed propoftionately on an actual cost basis. All billings will be
itemized so as to specifically identify the costs and expenses for each project for
which the City claims reimbursement. A charge for the actual costs incurred in
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preparing the billing may also be included in the billing, At the City's option, the
billing may be on an annual basis, but the City shall provide the Franchisee with the
City's itemization of costs, in writing, at the conclusion of each project for
information purposes.
15.5 Franchisee hereby warrants that its operations as authorized under this
Franchise are those of a telephone business as defined in RCW 82.16,010, or
service provider as defined in RCW 35.99.010. As a result, the City will not impose
a franchise fee under the terms of this Franchise, other than as described herein.
The City hereby reserves its right to impose a franchise fee on Franchisee if
Franchisee's operations as authorized by this Franchise change such that the
statutory prohibitions of RCW 35.21.860 no longer apply, or if statutory prohibitions
on the imposition of such fees are removed. In either instance, the City also
reserves its right to require that Franchisee obtain a separate Franchise for its
change in use. Nothing contained herein shall preclude Franchisee from challenging
any such new fee or separate agreement under applicable federal, state, or local
laws.
15.6 Franchisee acknowledges that certain of its operations within the City
constitute a telecommunication business subject to the utility tax imposed pursuant
to chapter 3.18 of the Kent City Code. Franchisee stipulates and agrees that certain
of its business activities are subject to taxation as a telecommunication business
and that Franchisee shall pay to the City the rate applicable to such taxable
services under chapter 3.18 of the Kent City Code, and consistent with state and
federal law. The parties agree however, that nothing in this Franchise shall limit the
City's power of taxation as may exist now or as later imposed by the City. This
provision does not limit the City's power to amend chapter 3.18 of the Kent City
Code as may be permitted by law.
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SECTION 76. - Small Cell Facllltiee - Aporovals and permits.
16.1 City Retains Aporoval Authority, The City shall have the authority at all
times to control by appropriately exercised police powers through ordinance or
regulation, consistent with 47 u.s.c. g 253,47 U.s.c. S 332(c)(7) and the laws of
the State of Washington, the location, elevation, manner of construction, and
maintenance of any Small Cell Facilities by Franchisee, and Franchisee shall
promptly conform with all such requirements, unless compliance would cause
Franchisee to violate other requirements of law. This Franchise does not prohibit
the City from exercising its rights under federal, state or local law to deny or give
conditional approval to an application for a permit to construct any individual Small
Cell Facility.
16.2 City Approvals and Permits. The granting of this Franchise is not a substitute
for any other City required approvals to construct Franchisee's Facilities in the
Rights-of-way ("city Approvals"). The parties agree that such city Approvals
(except Right-of-Way use permits as described in Section 8.3) are not considered
use permits, as that term is defined in RCW 35.99.010. These City Approvals do not
grant general authorization to enter and utilize the Rights-of-Way but rather grant
Franchisee permission to build its specific Small Cell Facilities. Therefore City
Approvals are not subject to the thirty (30) day issuance requirement described in
RCW 35.99.030. The parties recognize that this provision is specifically negotiated
as consideration for designating the entire City as the Franchise Area. Such City
Approvals shall be issued consistent with the Codes, state and federal laws
governing wireless communication facility siting and shall be in addition to any
permits required under Section 8.3. This Section does not affect the thirty (30) day
issuance requirement described in RCW 35.99.030 required for use permits such as
Right-of-Way use permits and traffic control permits.
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SECTION 17. - Design Standards. Franchisee shall construct its Facilities
consistent with the concealment or stealth requirements as described or shown in
the Kent City Code, dhy Kent Construction Standards, this Franchise and in the
applicable permit(s), in order to minimize the visual impact of such Facilities. These
requirements are intended and stipulated to be concealment features when
considering whether a proposed modification is a substantial change under Section
6a09(a) of the spectrum Act, 47 u.s.c. S 1455(a). These requirements are
intended to be used solely for the purpose of concealment and siting. Nothing shall
be interpreted or applied in a manner which dictates the use of a pafticular
technology. When strict application of these standards or requirements would
unreasonably impair the function of the technology chosen by the applicant,
alternative forms of concealment or deployment may be permitted which provide
similar or greater protectlons from negative visual impacts to the streetscape.
SECTION 78' Unauthorized Facilitles, Any Small Cell Facilities
installations in the City Right-of-Way that were not authorized under this Franchise
or other required City Approval or were installed substantially out of compliance
with the concealment or stealth requirements as described or shown in the Kent
City Code, oDY Kent Construction Standards, this Franchise and in the applicable
permit(s) ("unauthorized Facilities"), will be subject to the payment of an
Unauthorized Facilities charge by Franchisee. City shall provide written notice to
Franchisee of any Unauthorized Facilities identified by City staff and Franchisee
shall have thirty (30) calendar days thereafter in which to establish that this
installation was authorized or obtain the applicable permit. Failure to establish that
the installation is authorized will result in the imposition of an Unauthorized
Facilities charge in the amount of one Thousand Dollars ($1,000.00) per
Unauthorized Facility per day stafting on the thirty-first (31't) day. Franchisee may
submit an application to the City under this Franchise for approval of the
Unauthorized Facilities. If the application for the Unauthorized Facilities is not
approved, Franchisee shall remove the Unauthorized Facilities from the City's Right-
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of-Way within thirty (30) calendar days after the expiration of all appeal periods for
such denial. The City shall not refund any Unauthorized Facilities charges, unless
Franchisee is successful in an appeal. This Franchise remedy is in addition to any
other remedy available to the City at law or equity.
SECTION 19. - Grqffiti Abatement, As soon as practical, but not later
than fourteen (14) days from the date Franchisee receives written notice or is
otherwise aware, Franchisee shall remove all graffiti on any of its Small Cell
Facilities in which it is the owner of the pole or structure or on the Small Cells
Facilities themselves attached to a third-party pole (e.9., graffiti on the shrouding
protecting the radios). The foregoing shall not relieve Franchisee from complying
with any City graffiti or visual blight ordinance or regulation.
SECTIAN 20. - Emisslons Renoftq.
2A.L Franchisee is obligated to comply with all laws relating to allowable presence
of or human exposure to Radiofrequency Radiation ("RFs") or Electromagnetic
Fields ("EMFs") on or off any poles or structures in the Rights-of-Way, including all
applicable FCC standards as now or hereafter adopted, whether such RF or EMF
presence or exposure results from the Small Cell Facility alone or from the
cumulative effect of the Small Cell Facility added to all other sources on or near the
specific pole or structure.
20.2 Franchisee must provide to the City a copy of the repoft (the "Emissions
Repoft") from a duly qualified engineer analyzing whether RF and EMF emissions at
the proposed Small Cell Facility locations would comply with FCC General Population
standards, Franchisee may provide one standard Emissions Report which certifies
that a standard Small Cell configuration (including power output, elevation of
antennas above ground level, number of antennas) complies with FCC standards for
its entire deployment, provided that the configuration of its Facilities remains
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identical ("Master Emissions Report"). Franchisee shall provide multiple Master
Emissions Reports if it deploys different configurations within the City. All
applications for Small Cells shall certify that the configuration is the same as or
emits less emissions than the design in the standard Emissions Report. If an
installation differs from the standard report as being more intrusive, then
Franchisee will be required to provide a customized Emissions Repoft for such Small
Cell installation. If not provided earlier as part of a Master Emissions Report,
Franchisee must submit the Emissions Report to the City with the applicable Small
Cell Permit application. Further, following any subsequent modification to a Small
Cell Facility that materially alters the configuration of such Small Cell Facility,
Franchisee shall, at its own cost and expense, perform an RF emissions test
following such modification to validate that the Small Cell Facilities once modified
comply with the FCC standards.
20.3 If the City discovers that the emissions from a Facility exceeds the FCC
standards, then the City may order Franchisee to immediately turn off the Facility
or portion thereof committing the violation, until the emissions exposure is
remedied.
20.4 If Small Cell Facilities have already been installed by the Franchisee or other
entities within the vicinity of a proposed Small Cell Facility, Franchisee shall provide
an Emissions Repoft for the proposed Facility that includes the cumulative effects of
all of these already existing Facilities.
SECTION 27. - No Interference,
2L.L Interference wlth Public Facilities. Franchisee's Small Cell Facilities shall not
interfere with any City operations (including, but not limited to, traffic lights, radio
systems, or other City communications infrastructure), or PSERN (or its successor
entity) communications operation or equipment. If the City reasonably determines
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that the Small Cell Facilities cause such interference, Franchisee shall respond to
the City's request to address the source of the interference as soon as practicable,
but in no event later than forty-eight (48) hours of receipt of written notice. The
City may require, by written notice, that Franchisee cease operation of the specific
Small Cell Facilities causing such interference and either modify, remove or relocate
such Small Cell Facilities. If, within ten (10) calendar days after receipt of such
written notice from the City of such intefference, Franchisee has not abated such
inteference, such Small Cell Facility may be deemed an Unauthorized Facility and
subject to the provisions of Section 18.
2L.2 Interference with Other Facilities. Franchisee is solely responsible for
determining whether its Small Cell Facilities interfere with telecommunications
facilities of utilities and franchisees existing within the Rights-of-Way prior to
Franchiseet installation. Franchisee shall comply with the rules and regulations of
the Federal Communications Commission regarding radio frequency interference
when siting its Small Cell Facilities within the Franchise Area. Franchisee, in the
performance and exercise of its rights and obligations under this Franchise shall not
physically or technically interfere in any manner with the existence and operation of
any and all existing utilities, sanitary sewers, water mains, storm drains, gas mains,
poles, aerial and underground electrical and telephone wires, electroliers, cable
television, and other telecommunications, utility, or municipal property, without the
express written approval of the owner or owners of the affected property or
properties.
SECTION 22. - Indemnlficatlon,
22.1 General Indemnification. Franchisee shall indemnify, defend, and hold the
city, its officers, officials, boards, commissions, agents, and employees, harmless
from any action or claim for injury, damage, loss, liability, cost or expense,
including court and appeal costs and reasonable attorneys' fees or reasonable
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expenses, arising from any casualty or accident to person or property, including,
without limitation, damages in any way arising out of, or by reason of, any
construction, excavation, operation, maintenance, reconstruction, or any other act
done under this Franchise, by or for Franchisee, its agents, or its employees, or by
reason of any neglect or omisslon of Franchisee. Franchisee shall consult and
cooperate with the City while conducting its defense of the City under this
Franchise. Franchisee shall not be obligated to indemnify the City to the extent of
the City's negligence or willful misconduct.
22.2 Indemnification for Radio Frequency Emissions or Radiation. Franchisee shall
also indemnify, defend and hold harmless the City, its officers, employees, agents,
volunteers and representatives from any and all claims, costs, judgments, awards
or liability to any person arising from radio frequency emissions or radiation emitted
from Franchisee's Facilities located in the Rights-of-Way, regardless of whether
Franchisee's equipment complies with applicable federal statutes and/or FCC
regulations related thereto. These indemnification obligations shall extend to claims
that are not reduced to a suit and any claims that may be compromised, with
Franchisee's prior written consent, prior to the culmination of any litigation or the
institution of any litigation.
22.3 Indemnification for Relocation. Franchisee shall defend, indemnify, and hold
the City harmless for any damages, claims, additional costs or reasonable expenses
and attorneys' fees, including contractor construction delay damages, assessed
against or payable by the City and arising out of or resulting from Franchisee's
negligence or willful misconduct contributing to Franchisee's failure to remove,
adjust, or relocate any of its Facilities in the Rights-of-Way in accordance with any
relocation required by the City, provided that Franchisee shall not be liable under
this section in the event Franchisee's failure to remove, adjust or relocate any of its
Facilities is the result of a force majeure event or events beyond the control of
Franchisee.
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22,4 Avoidance.
a. Inspection or acceptance by the city of any work performed by
Franchisee at the time of completion of construction shall not be
grounds for avoidance by Franchisee of any of its obligations under
this Section 22.
b. The fact that Franchisee carries out any activities under this Franchise
through independent contractors shall not constitute an avoidance of
or defense to Franchisee's duty of defense and indemnification under
this subsection.
22.5 Procedures and Defense, If a claim or action arises, the City or any other
indemnified party shall promptly notify Franchisee of such claim or action and
tender the defense of the claim or action to Franchisee, which defense shall be at
Franchisee's expense. The City's failure to so notify and request indemnification
shall not relieve Franchisee of any liability that Franchisee might have, except to
the extent that such failure prejudices Franchisee's ability to defend such claim or
suit. The City may participate in the defense of a claim, but if Franchisee provides a
defense at Franchisee's expense then Franchisee shall not be liable for any
attorneys' fees, expenses, or other costs the City may incur if it chooses to
participate in the defense of a claim, unless and until separate representation as
described in Section 22.6 is required. In that event, the provisions of Section 22.6
shall govern Franchiseet responsibility for City's attorney's fees, expenses, or other
costs. In any event, Franchisee may not agree to any settlement of claims affecting
the City without the City's consent, such consent not to be unreasonable withheld
or delayed.
22.6 Payment of Fees and Costs.
a. If Franchisee refuses the tender of defense in any suit or any claim, as
required pursuant to the indemnification provisions within this
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Franchise, and said refusal is subsequenfly 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
Franchisee, Franchisee shall pay all of the city's reasonable costs for
defense of the action, including all expert witness fees, costs, and
attorney's fees, and including costs and fees incurred in recovering
under this indemnification provision.
If separate representation to fully protect the interests of both parties
is or becomes necessary, such as a conflict of interest between the
city and the counsel selected by Franchisee to represent the city,
Franchisee shall pay, from the date such separate representation is
required forward, all reasonable expenses incurred by the city in
defending itself with regard to any action, suit, or proceeding subject
to indemnification by Franchisee. provided, however, that in the event
that such separate representation is or becomes necessary, and the
City desires to hire counsel or any other outside experts or consultants
and desires Franchisee to pay those expenses, then the city shall be
required to obtain Franchisee's consent to the engagement of such
counsel, experts, or consultants, such consent not to be unreasonably
withheld. The city's expenses shall include all reasonable out of pocket
costs and expenses, such as consultants' fees and couft costs, but
shall not include outside attorneys' fees for services that are
unnecessarily duplicative of seruices provided the City by Franchisee,
except in the event of a conflict of interest where such duplication may
be required. Each party agrees to cooperate and to cause its
employees and agents to cooperate with the other party in the defense
of any claim or action.
22.7 RCW 4.24.115. Should a couft of competent jurisdiction determine that
this Franchise is subject to RCW 4.24,115, then, in the event of liability for
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b
damages arising out of bodily injury to persons or damages to property caused by
or resulting from the concurrent negligence of the Franchisee and the City, its
officers, officials, employees, and volunteers, the Franchisee's liability hereunder
shall be only to the extent of the Franchisee's negligence. It is further specifically
and expressly understood that the indemnification provided herein constitutes the
Franchisee's waiver of immunity under Industriat Insurance, Tifle 51 RCW, solely for
the purposes of this indemnification. This waiver has been mutually negotiated by
the pafties. The provisions of this section shall survive the expiration or termination
of this Franchise.
22.8 Assumption of Risk. Notwithstanding any other provisions of this Section 22,
Franchisee assumes the risk of damage to its Facilities located in the Rights-of-Way
and upon City-owned property from activities conducted by the City, its officers,
agents, employees, volunteers, elected and appointed officials, and contractors,
except to the extent any such damage or destruction is caused by or arises from
the sole negligence or the willful or criminat actions of the City, its officers, agents,
employees, volunteers, or elected or appointed officials, or contractors. Franchisee
releases and waives any and all such claims against the City, its officers, agents,
employees, volunteers, or elected or appointed officials, or contractors. Franchisee
fufther agrees to indemnify, hold harmless and defend the City against any claims
for damages, including, but not limited to, business interruption damages, lost
profits and consequential damages, brought by or under users of Franchisee,s
Facilities as the result of any interruption of service due to damage or destruction of
Franchisee'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 gross negligence or any
willful misconduct on the part of the city, its officers, agents, employees,
volunteers, or elected or appointed officials, or contractors.
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22.9 Survival. The provisions of this Section 22 shall survive the expiration,
revocation, or termination of this Franchise.
SECTION 23, - IASpIAIISa.
23.1 Insurance Limitq. Franchisee shall maintain in full force and effect at its own
cost and expense each of the following policies of insurance:
a. Commercial General Liability insurance with limits of Five Million
Dollars ($5,000,000.00) per occurrence and Five Million Dollars
($5,000,000.00) general aggregate. coverage shall be at least as
broad as that provided by the ISO Form or its equivalent and include
severability of interests. Such insurance shall include the City, its
officers, officials and employees as additional insureds as their interest
may appear under this Agreement per ISO Form or its equivalent.
There shall be a waiver of subrogation and rights of recovery against
the City, its officers, officials and employees. Coverage shall apply as
to claims between insureds on the policy, if applicable;
b. Commercial Automobile Liability insurance with combined single limits
of Five Million Dollars ($5,000,000.00) each accident for bodily injury
and property damage with respect to each of Franchisee's owned,
hired and non-owned vehicles assigned to or used in the operation of
the Facilities in the City;
c. Workers' Compensation coverage or qualified self-insurance as
required by the Industrial Insurance laws of the State of Washington
and employer's liability with limits of One Million Dollars
($1,000,000.00) each accident/disease/policy limit.
23.2 Deductibles/Certificate of Insurance. Any deductible of the policies shall not
in any way limit Franchisee's liability to the City.
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23.3 Endorsemenfq. All required tiability poticies shalt:
a. Except workers compensation and employer's liability include The City,
its officers, officials, boards, commissions, and employees, additional
insureds as their interest may appear under this Agreement with
respect to liability arising out of activities performed by Franchisee
under this Franchise or Applicable Law, or in the construction,
operation or repair, or ownership of the small cell Facilities;
b. Franchisee's required insurance coverage shall be primary insurance
with respect to the City, its officers, officials, boards, commissions and
employees. Any insurance or self-insurance maintained by the City, its
officers, officials, boards, commissions and employees shall be in
excess of the Franchisee's required insurance and shall not contribute
to it; and
c. Franchisee's required insurance shall apply separately to each insured
against whom a claim is made or lawsuit is brought, except with
respect to the limits of the insurer's liability,
d' Notwithstanding the forgoing, Licensee may, in its sole discretion, self-
insure any of the required insurance under the same terms as required
by this Agreement. In the event Licensee elects to self-insure its
obligation under this Agreement to include Licensor as an additional
insured, the following conditions apply: (1) Licensor shall promptly and
no later than sixty (60) calendar days after notice thereof provide
Licensee with written notice of any claim, demand, lawsuit, or the like
for which it seeks coverage pursuant to this Section and provide
Licensee with copies of any demands, notices, summonses, or legal
papers received in connection with such claim, demand, lawsuit, or the
like; (2) Licensor shall not settle any such claim, demand, lawsuit, or
the like without the prior written consent of Licensee; and (3) Licensor
shall fully cooperate with Licensee in the defense of the claim,
demand, lawsuit, or the like.
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23.4 Acceptability of Insurqr:S. The insurance obtained by Franchisee shall be
placed with insurers with a Best's rating of no less than "A minus vII."
23'5 Verlfication of Coverage. The Franchisee shall furnish the City with (1)
certificates of insurance and (2) blanket additional insured endorsements. The
certificates and endorsements for each insurance policy are to be signed by an
authorized representative of the insurer. The certificates and endorsements for
each insurance policy are to be on standard forms or such forms as are consistent
with standard industry practices,
23.6 Maintenance of, In$urance. Franchisee's maintenance of insurance as
required by this Section 23 shall not be construed to limit the liability of Franchisee
to the coverage provided by such insurance, or otherwise limit the City's recourse
to any remedy available at law or equity. Fufther, Franchisee's maintenance of
insurance policies required by this Franchise shall not be construed to excuse
unfaithful performance by Franchisee.
SECTION 24, ' Ahafldonment af Franchisee's Telecommunications
Network.
24.L Where any Facilities or poftions of Facilities are no longer needed and their
use is to be discontinued, the Franchisee shall immediately report such Facilities in
writing ("Deactivated FacilitiesJ to the Director. This notificauon is in addition to
the inventory revisions addressed in Section 7.2. Deactivated Facilities, or portions
thereof, shall be completely removed within ninety (90) days and the site, pole or
infrastructure restored to its pre-existing condition, reasonable wear and tear and
damage by casualty excepted.
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24.2 If Franchisee leases a structure from a landlord and such landlord later
abandons the structure, for example bV building a replacement structure,
Franchisee shall remove or relocate its Facilities as soon as possible but no later
than ninety (90) calendar days of such written notification from the landlord, at no
cost to the City.
24.3 Upon the expiration, termination, or revocation of the rights granted under
this Franchise, Franchisee shall remove all of its Facilities from the Rights-of-Way
within ninety (90) calendar days of receiving written notice from the Director. The
Facilities, in whole or in paft, may not be abandoned by Franchisee without written
approval by the City. Any plan for abandonment or removal of Franchisee's
Facilities must be first approved by the Director and all necessary permits must be
obtained prior to such work. Franchisee shall restore the Rights-of-Way to at least
the same condition the Rights-of-Way were in immediately prior to any such
installation, construction, relocation, maintenance or repair (reasonable wear and
tear and damage by casualty excepted), provided Franchisee shall not be
responsible for any changes to the Rights-of-Way not caused by Franchisee or any
person doing work for Franchisee. Franchisee shall be solely responsible for all costs
associated with removing its Facilities.
24.4 Notwithstanding Section 24.3, the City may permit Franchisee's Facilities to
be abandoned in place in such a manner as the city may prescribe. upon
permanent abandonment, and Franchisee's agreement to transfer ownership of the
Facilities to the City, Franchisee shall submit to the City a proposal and instruments
for transferring ownership to the City.
24.5 Any Facilities which are not removed within one hundred and eighty (1gO)
calendar days of either the date of termination or revocation of this Franchise or the
date the City issued a permit authorizing removal, whichever is later, shall
automatically become the property of the City. Any costs incurred by the City in
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safeguarding such Facilities or removing the Facilities shall be reimbursed by
Franchisee. Nothing contained within this Section 24.5 shall prevent the City from
compelling Franchisee to remove any such Facilities through judicial action when
the City has not permitted Franchisee to abandon these Facilities in place.
24.6 The provisions of this Section 24 shall survive the expiration, revocation, or
termination of this Franchise and for so long as Franchisee has Facilities in Rights-
of-Way.
SECTION 25. - Eonds,
25.L Construction Guarantee. As a condition of pefforming work in the Right-of-
Way, the timely, complete, and faithful performance of all construction work in the
Right-of-Way shall be guaranteed in an amount equal to one hundred twenty-five
percent (t25o/o) of the cost estimate (prepared bV a licensed contractor,
professional engineer, or architect) of the construction work. The guarantee may be
by peformance bond or irrevocable letter of credit. If Franchisee, in the sole
judgment of the City, has a history of corrections or defaults, Franchisee must
provide the full guarantee by assignment of funds. These funds shall guarantee the
following: (1) timely completion of construction; (2) construction in compliance with
all applicable plans, permits, technical codes, and standards; (3) proper location of
the Facilities as specified by the City; (4) restoration of the Rights-of-Way and
other City properties affected by the construction; (5) submission of as-built
drawings after completion of construction; and (6) timely payment and satisfaction
of all claims, demands, or liens for labor, materials, or services provided in
connection with the work that could be assefted against the City or City property.
The guarantee must remain in full force until the completion of construction,
including final inspection, corrections, and final approval of the work, recording of
all easements, provision of as-built drawings, and the posting of a maintenance
bond as described in Section 25.2. Compliance with the performance guarantee
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requirement of the City's current Design and Construction Standards shall satisfy
the provisions of this Section 25.1.
25.2 Maintenance Bond. Maintenance and the successful operation of the Right-
of-Way improvements shall be bonded for a period of at least two (2) years (or
other period as required by Kent City Code) from the date of final construction
approval. The bond shall be in an amount to be determined by the City. The
minimum maintenance guarantee shall be Five Thousand Dollars (g5,000.00) or
twenty percent (2OVo) of the original peformance construction guarantee as
described in Section 25.1, whichever is greater. At six (6)-month intervals during
this maintenance period, the City will inspect the improvements and identify to
Franchisee any noted deficiencies. Franchisee will have thifi (30) days to correct
any deficiencies. The satisfactory correction of the work may comrnence a new two
(2)-year maintenance period for the improvements as corrected, as determined by
the City. The City will initiate collection against the financial guarantee if
deficiencies are not satisfactorily addressed by the end of the thirty (30)-day
response period. Compliance with the maintenance guarantee requirement of the
City's current Design and Construction Standards shall satisfy the provisions of this
Section 25.2.
Original financial guarantee amounts described in Section 25.1 and this Section
25.2 above may be reduced one time only prior to the maintenance period, at the
discretion of the City. If an extension to any associated permits are granted, the
financial guarantees may be increased based on an updated engineer's cost
estimate or as determined by the City. Financial guarantees will be fully released
only after all final punch list items are accomplished, final construction approval,
and the elapse of the two (2)-year maintenance guarantee period with all corrective
actions complete and accepted by the City.
25.3 Franchise Bond. Franchisee shall provide the City with a bond in the amount
of Twenty-Five Thousand Dollars ($25,000.00) ("Franchise BondJ running or
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renewable for the term of this Franchise, in a form and substance reasonably
acceptable to the City. If Franchisee fails to substantially comply with any one or
more of the provisions of this Franchise, following written notice and a reasonable
oppoftunity to cure, then there shall be recovered jointly and severally from
Franchisee and the bond any actual damages suffered by the City as a result
thereof, including but not limited to staff time, material and equipment costs,
compensation or indemnification of third parties, and the cost of removal or
abandonment of Facilities. Franchisee specifically agrees that its failure to comply
with the terms of this Section 25 shall constitute a material breach of this
Franchise, subject to the notice and cure provisions of Section 28. Franchisee
further agrees to replenish the Franchise Bond within fourteen (14) calendar days
after written notice from the City that there is a deficiency in the amount of the
Franchise Bond. The amount of the Franchise Bond shall not be construed to limit
Franchisee's liability or to limit the City's recourse to any remedy to which the City
is otherwise entitled at law or in equity.
25.4 Form of Bonds. All bonds provided to the City under this Section 25 shall be
on a form provided by the City and with sureties registered with the Washington
State lnsurance Commissioner or other financial institutions acceptable to the City.
SECTION 26. - Flodlflcatlon. The City and Franchisee hereby reserve the
right to alter, amend, or modiff the terms and conditions of this Franchise upon
written agreement of both parties to such alteration, amendment or modification.
SECTION 27' ' Revocation. If Franchisee willfully violates or fails to
comply with any material provisions of this Franchise, then at the election of the
City Council after at least thirty (30) calendar days written notice to Franchisee
specifying the alleged violation or failure, or such extended periods as may be
required beyond the thirty (30) day cure period to cure any violation if the nature
of the cure is such that it reasonably requires more than thirty (30) days to cure,
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the City may revoke all rights conferred and this Franchise may be revoked by the
City Council after a hearing held upon such notice to Franchisee. Such hearing shall
be open to the public and Franchisee and other interested parties may offer written
and/or oral evidence explaining or mitigating such alleged noncompliance, Within
thirty (30) calendar days after the hearing, the City Council, on the basis of the
record, will make the determination as to whether there is cause for revocation,
whether the Franchise will be terminated, or whether lesser sanctions should
otherwise be imposed. The City Council may in its sole discretion fix an additional
time period to cure violations. If the deficiency has not been cured at the expiration
of any additional time period or if the City Council does not grant any additional
period, the City Council may by resolution declare the Franchise to be revoked and
forfeited or impose lesser sanctions. If Franchisee appeals revocation and
termination, such revocation may be held in abeyance pending judicial review by a
coutt of competent jurisdiction, provided Franchisee is otherwise in compliance with
the Franchise.
ECTION 28, - Remedies to Enforce Comolianqg,.
28.1 The City may elect, without any prejudice to any of its other legal rights and
remedies, to obtain an order from the superior court having jurisdiction compelling
Franchisee to comply with the provisions of the Franchise and to recover damages
and costs incurred by the City by reason of Franchisee's failure to comply. In
addition to any other remedy provided herein, the City reserves the right to pursue
any remedy to compel or force Franchisee 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 fofeiture or revocation for
breach of the conditions herein. Provided, further, that by entering into this
Franchise, it is not the intention of the City or Franchisee to waive any other rights,
remedies, or obligations as otherwise provided by law equity, or otherwise, and
nothing contained here shall be deemed or construed to effect any such waiver.
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28.2 If Franchisee shall violate, or fail to comply with any of the provisions of this
Franchise, or should it fail to heed or comply with any notice given to Franchisee
under the provisions of this Franchise, the City shall provide Franchisee with written
notice specifying with reasonable particularity the nature of any such breach and
Franchisee shall undertake all commercially reasonable efforts to cure such breach
within thirty (30) calendar days of receipt of notification. If the parties reasonably
determine the breach cannot be cured within (30) thirty days, the City may specify
a longer cure period, and condition the extension of time on Franchisee's submittal
of a plan to cure the breach within the specified period, commencement of work
within the original thifty (30) day cure period, and diligent prosecution of the work
to completion, If the breach is not cured within the specified time, or Franchisee
does not comply with the specified conditions, the City may, at its sole discretion,
(1) revoke this Franchise with no further notification , or (2) claim damages of Two
Hundred Fifty Dollars ($250.00) per day against the Franchise Bond set forth in
Section 25.3, or (3) pursue other remedies as described in this Section 28.
Liquidated damages described in this Section 28,2 shall not be offset against any
sums due to the city as a tax or reimbursement pursuant to Section 15.6.
SECTXON 29, - Non-Walver. The failure of the City to insist upon strict
performance of any of the covenants and agreements of this Franchise or to
exercise any option herein conferred in any one or more instances, shall not be
construed to be a waiver or relinquishment of any such covenants, agreements or
option or any other covenants, agreements or option.
ECTION 30. - Police Powers and Citv Ardinances. Nothing herein shalt
be deemed to 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 valid ordinance 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
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the authority at all times to reasonably control by appropriate regulations the
location, elevation, manner of construction and maintenance of Facilities by
Franchisee, and Franchisee shall promptly conform with all such regulations unless
compliance would cause Franchisee to violate other requirements of law. In the
event of a conflict between the provisions of this Franchise and any other generally
applicable ordinance(s) enacted under the City's police power authority, such other
ordinances(s) shall take precedence over the provisions set forth herein.
SECTION ,37. - Cost of Puhlication,. The cost of publication of this
Franchise shall be borne by Franchisee.
9ECTION 32, - AccePtance, Franchisee shall execute and return to the
City its execution and acceptance of this Franchise in the form attached hereto as
Exhibit B. In addition, Franchisee shall submit proof of insurance obtained and
additional insured endorsement pursuant to Section 23, any Construction
Guarantee, if applicable, pursuant to Section 25.1 and the Franchise Bond required
pursuant to Section 25.3. The administrative fee pursuant to Section 15.1 is due
within thirty (30) days of receipt of the invoice from the City.
sEcrroU 33, - suruivql, All of the provisions, conditions, and
requirements of section 5, section 6, section g, section 13, section 22, and
Section 24 of this Franchise shall be in addition to any and all other obligations and
liabilities Franchisee may have to the city at common law, by statute, or by
contract, and shall survive the City's Franchise to Franchisee for the use of the
Franchise Area, and any renewals or extensions thereof. 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 Franchisee and all privileges, as well as all obligations and liabilities
of Franchisee shall inure to its heirs, successors and assigns equally as if they were
specifically mentioned where Franchisee is named herein.
Page 43
ExteNet Systemq Inc. and City of Kent
2020 Franchise Agreement
ECTION 4+ - AssignFent.
34.L This Franchise may not be directly or indirectly assigned, transferred, or
disposed of by sale, lease, merger, consolidation or other act of Franchisee, by
operation of law or otherwise, unless approved in writing by the City, which
approval shall not be unreasonably withheld, conditioned or delayed. The above
notwithstanding, Franchisee may freely assign this Franchise in whole or in part to
a parent, subsidiary, or affiliated entity or for collateral security purposes.
Franchisee shall provide prompt, written notice to the City of any such assignment.
In the case of transfer or assignment as security by mortgage or other security
instrument in whole or in part to secure indebtedness, such consent shall not be
required unless and until the secured party elects to realize upon the collateral. For
purposes of this Section 34, no assignment or transfer of this Franchise shall be
deemed to occur based on the public trading of Franchiseet stock; provided,
however, any tender offer, merger, or similar transaction resulting in a change of
control shall be subject to the provisions of this Franchise.
Any transactions which singularly or collectively result in a change of fifty percent
(50o/o) or more of the ownership or working control (for example, management of
Franchisee or its Telecommunications facilities) of the Franchisee or of the
ownership or working control of the Franchisee's Telecommunications facilities
within the City, or of the ownership or working control having ownership or working
control of the Franchisee or of the Franchisee's Telecommunications facilities within
the City, or of control of the capacity or bandwidth of the Franchisee's
Telecommunication facilities within the City, shall be considered an assignment or
transfer requiring notice to the City pursuant to this Franchise. Such transactions
between affiliated entities are not exempt from notice requirements. A Franchisee
shall notify the City of any proposed change in, or transfer of, or acquisition by any
other party of control of a Franchisee within sixty (60) days following the closing of
the transaction.
Page 44
ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
34.2 Franchisee's obligation to remain fully responsible for compliance with the
terms under this Section 34 shall sunrive the expiration of this Franchise but only if
and to the extent and for so long as Franchisee is still the owner or has exclusive
control over the Facilities used by a third pafty.
SECTIOry ?5. - Extension. If this Franchise expires without renewal, the
City may, subject to applicable law either allow Franchisee to maintain and operate
Its Facilities on a month-to-month basis, provided that Franchisee maintains
insurance for such Facilities during such period and continues to comply with this
Franchise; or order the removal of any and all Facilities at Franchisee's sole cost
and expense consistent with Section 24.3.
SECTION 36. - Entire Aoreement. 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 of this Franchise.
SECTION 37. - Eminent Domain The existence of this Franchise shall not
preclude the City from acquiring by condemnation in accordance with applicable
law, all or a portion of the Franchisee's Facilities for the fair market value thereof.
In determining the value of such Facilities, no value shall be attributed to the right
to occupy the area conferred by this Franchise.
SECTION 38, - Vacation, If at any time the City, by ordinance, vacates all
or any pottion of the area affected by this Franchise, the City shall not be liable for
any damages or loss to the Franchisee by reason of such vacation. The City shall
notify the Franchisee in writing not less than sixty (60) calendar days before
vacating all or any portion of any such area. The City may, after sixty (60) calendar
Page 45
ExteNet Systems, Inc. and City of Kent
2O2O Fra nch ise Agreement
days'written notice to the Franchisee, terminate this Franchise with respect to such
vacated area,
SECTION 39. - Notice, Any Notice or information required or permitted to
be given to the parties under this Franchise agreement may be sent to the following
addresses unless otherwise specified :
SECTION 40. - Severabilltv, If any section, sentence, clause or phrase of
this Franchise should be held to be invalid or unconstitutional by a couft of
competent jurisdiction, such invalidity or unconstitutionality shall not affect the
validity or constitutionality of any other section, sentence, clause or phrase of this
Franchise unless such invalidity or unconstitutionality materially alters the rights,
privileges, duties, or obligations hereunder, in which event either party may request
renegotiation of those remaining terms of this Franchise materially affected by such
coult's ruling.
Page 46
ExteNet Systems, Inc. and City of Kent
2020 Fra nch ise Agreement
If to Franchisee (including
invoices):
EXTENET SYSTEMS, INC
Attn: CFO
3030 Warrenville Road, Suite 34
Lisle, Illinois 60532
With copy to General Counsel & COO at
same address
Copy email to
NOTICE@extenetsystem s. com
If to City:
CITY OF KENT
Attn: City Clerk
220 Fourth Avenue South
Kent, WA 98032
ECTION 47. - CompllanceJntith All Anollcable Laws. Franchisee agrees
to comply with all present and future federal, state and local laws, ordinances, rules
and regulations, except to the extent that the Franchisee has a vested right in
accordance with the vested rights doctrine under Washington case law or as
codified at RCW I9.27.O95. This Franchise is subject to ordinances of general
applicability enacted pursuant to the City's police powers. Franchisee shall, at its
own expense, maintain its Facilities in a safe condition, in good repair and in a
manner suitable to the City, Additionally, Franchisee shall keep its Facilities free of
debris and anything of a dangerous, noxious or offensive nature or which would
create a hazard or undue vibration, heat, noise or any intefference with City
services. City reserves the right at any time to amend this Franchise to conform to
any hereafter enacted, amended, or adopted federal or state statute or regulation
relating to the public health, safety, and welfare, or relating to roadway regulation,
or a City ordinance enacted pursuant to such federal or state statute or regulation
upon providing Franchisee with thirty (30) calendar days written notice of its action
setting forth the full text of the amendment and identifying the statute, regulation,
or ordinance requiring the amendment. This amendment shall become
automatically effective upon expiration of the notice period unless, before
expiration of that period, Franchisee makes a written request for negotiations over
the terms of the amendment. If the parties do not reach agreement as to the terms
of the amendment within thirty (30) days of the call for negotiations, City may
enact the proposed amendment, by incorporating Franchisee's concerns to the
maximum extent City deems possible.
SECTION 42. - Attornevs' Fees. If a suit or other action is instituted in
connection with any controversy arising out of this Franchise, each party shall pay
all its legal costs and attorney fees incurred in defending or bringing such claim or
lawsuit, including all appeals, in addition to any other recovery or award provided
by law; except that nothing in this section shall be construed to limit the City's right
to indemnification under Section 22 of this Franchise.
Page 47
ExteNet Systems, Inc. and City of Kent
2020 Fra nchise Agreement
SECTION 43. - Hazardous Substances. Franchisee shall not introduce or
use any hazardous substances (chemical or waste), in violation of any applicable
law or regulation, nor shall Franchisee allow any of its agents, contractors or any
person under its control to do the same. Franchisee will be solely responsible for
and will defend, indemnify and hold the City, its officers, officials, employees,
agents and volunteers harmless from and against any and all claims, costs and
liabilities including reasonable attorneys' fees and costs, arising out of or in
connection with the cleanup or restoration of the property associated with
Franchisee's use, storage, or disposal of hazardous substances, whether or not
intentional, and the use, storage or disposal of such substances by Franchisee's
agents, contractors or other persons acting under Franchisee's control, whether or
not intentional.
SECTION 44, - Licenses, Fees and Taxes. Prior to constructing any
improvements, Franchisee shall obtain a business or utility license from the City.
Franchisee shall pay promptly and before they become delinquent, all taxes on
personal propefty and improvements owned or placed by Franchisee and shall pay
all license fees and public utility charges relating to the conduct of its business,
shall pay for all permits, licenses and zoning approvals, shall pay any other
applicable tax unless documentation of exemption is provided to the City and shall
pay utility taxes and license fees imposed by the City.
SECTION 45, - Miscellanaous.
45.1 City and Franchisee respectively represent that its signatory is duly
authorized and has full right, power and authority to execute this Franchise.
45.2 This Franchise shall be construed in accordance with the laws of the State of
Washington. Venue for any dispute related to this Franchise shall be the United
Page 48
ExteNet Systems, Inc. and City of Kent
2020 Fra nchise Agreement
States District Court for the Western District of Washington, or King County
Superior Court, without waiver of any right to removal.
45.3 Section captions and headings are intended solely to facilitate the reading
thereof. Such captions and headings shall not affect the meaning or, interpretation
of the text herein.
45.4 Where the context so requires, the singular shall include the plural and the
plural includes the singular.
45.5 Franchisee shall be responsible for obtaining all other necessary approvals,
authorizations and agreements from any party or entity and it is acknowledged and
agreed that the City is making no representation, warranty or covenant whether
any of the foregoing approvals, authorizations or agreements are required or have
been obtained by Franchisee by any person or entity.
45.6 This Franchise may be enforced at both law and equity.
Page 49
ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
IN WITNESS WHEREOF, this Franchise is signed in the name of the City of
Kent, Washington this day of 2020.
ATTEST:CITY OF KENT, WASHINGTON:
City Clerk Mayor
APPROVED AS TO FORM:
City Attorney
Accepted and approved this t3-day of Ac.S* t ,2020.
ATTEST:
Public ry
(l--&z///az
EXTENET SYSTEMS, INC
Namefiifle : ruii: L,ail /i/ /-
tlfi>, ceuc(lc iuulE(
-t
202,
Page 50
ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
SEAL
,8,2q21
11th September
EXHIBIT A
STATEM ENT OF ACCEPTANCE
EXTENET sYsrEMs, rNc., a Delaware corporation, ("ExteNet") for itself, its
successors and assigns, accepts and agrees to be bound by all lawful terms,
conditions and provisions of the Franchise attached and incorporated by this
reference. ExteNet declares that it has carefully read the terms and conditions of
this Franchise and unconditionally accepts all of the terms and conditions of the
Franchise and agrees to abide by such terms and conditions. ExteNet has relied
upon its own investigation of all relevant facts and it has not been induced to
accept this Franchise and it accepts all reasonable risks related to the
interpretation of this Franchise.
ExteNet Systems, Inc., a Delaware corporation
/'-"Date:h/ tgtza?oBy:
Name:
Title:
EXTENET'S COPY
PLEASE RETURN TO:
CATHY HAPANIONEK
EXTENET SYSTEMS, INC,
3O3O WARRENVILLE ROAD, STE 340
LISLE, IL 60532
ORDINANCE NO.4363
AN ORDINANCE of the City Council of the
9ity of Kent, Washington, granting ExteNet
Systems, Inc. a five-year non-exclusive small cellfranchise, and authorizing the Mayor to sign alldocuments necessary to implemenl the full le.msof the negotiated agreement.
RECITALS
A' ExteNet systems, Inc., a Deraware corporation,
("Franchisee") has requested that the City Council grant it a non-exclusive
franchise to construct, maintain, operate, repair, upgrade, remove, replace
and restore small cell networks in the City,s right-of-way.
B, Rcw 3sA.47.o4o allows the city to grant nonexclusive
franchises to utility and cable providers for their use of city right of way,
but provides a franchise may not be adopted until at least five days have
passed after the franchise is first introduced to the City Council. This
franchise was first introduced to council at its regular meeting on July 21,
2O2o- Thereafter, it was presented to Council a second time at its regular
meeting on August 4, zo2o. Through this ordinance, council grants a five-
year small cell franchise to ExteNet and authorizes the Mayor to sign all
documents necessary to fully implement the agreement negotiated
between the City and ExteNet.
c, small cells are row-powered and low profile wireless base
stations that function like cells in a mobile wireless network and typically
t Small CelI Franchise Authorized_
ExteNet Systems, Inc,
cover localized (smaller) areas. Wireless providers use small cells to provide
connectivity in breas where the coverage and capacity of traditional cell
towers are challenged by terrain or buildings and they also use small cells to
provide enhanced capacity to users (e.g., more data, more quickly). Because
they are smaller, small cells are often mounted to existing structures within
the right-of-way, such as utility poles and light poles.
D. Small cell facilities and networks will also be integral to the
deployment of the next generation of wireless service, known as ..5G,, or..5th
Generation." Wireless providers and the Federal Communications Commission
claim that 5G will provide additional capacity in existing networks for
emergency service, increased data use, telecommuting, and the support of
Internet of Things applications.
E. The city embraces and supports small cell technology and the
advances the City expects it to provide, yet also has a fundamental role to
manage the rights-of-way fairly for the residents and tax-payers and protect
the city's significant investments of time, resources and money in
construction, design standards and undergrounding of utilities. In order to
balance the deployment of new technology with the city,s role to manage the
rights-of-way, this franchise includes requirements to keep a detailed record
of small cell installations, to relocate facilities to accommodate public
improvement projects and penalties for unauthorized installations.
NOW, THEREFORE, THE CIry COUNCIL OF THE CIry OF KENT,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS:
gRpINANCE
Small Cell Franchise Authorized-
ExteMet Systems, fnc.
2
sEcrroM 7. Franchise Granted. The small cell Franchise
Agreement between the city of Kent and ExteNet systems, [nc.,
substantially in the form attached and incorporated as Exhibit A, is hereby
granted. Upon ExteNet's acceptance of the small cell Franchise
Agreement, the Mayor is authorized to execute the same on behalf of the
City of Kent, subject to those changes that are not material in nature and
may be authorized by the City Attorney.
SECTION 2. Mavaral Authorization The Mayor is further
authorized to execute all documents necessary to implement the full terms
of the negotiated franchise.
sEcrroil 3. - severabilitv. If any one or more section, subsection,
or sentence of this ordinance is held to be unconstitutional or invalid, such
decision shall not affect the validity of the remaining portion of this
ordinance and the same shall remain in full force and effect.
sECTroN 4. - Effective Date. This ordinance, being an exercise of a
power specifically delegated to the city's legislative body, is not subject to
referendum. It shall be published and will take effect thirty (30) days after
its passage. The small cell Franchise Agreement, however, shall become
effective only upon its acceptance by ExteNet systems, Inc. and execution
by the Mayor. Should ExteNet fail to timely file its written acceptance of
the small cell Franchise Agreement, ExteNet will be deemed to have
rejected and repudiated the small cell Franchise Agreement and the
franchise will be voidable by the City.
DANA MLPH,
August 4, 2020
Date Approved
ATTEST:
Small Cell Franchise Authorized-
ExteMet Systems, Inc,
3
KIMBERLEY KOM OTO, CITY CLERK
APPROVED
UR K,ATTORNEY
August 4--2020
Date Adopted
Auqust 7. 2020
Date Published
SmaII Cell Franchise Authorized-
Exteilet Systems, Inc.
I
4
ORDINANCE NO.4363
AN ORDINANCE of the City Council of theCity of Kent, Washington, granting ExteNet
Systems, Inc. a five-year non-exclusive small cell
franchise, and authorizing the Mayor to sign all
documents necessary to implement the full terms
of the negotiated agreement.
REgTTALS
A. ExteNet Systems, Inc., a Detaware corporation,
("Franchisee") has requested that the city council grant it a non-exclusive
franchise to construct, maintain, operate, repair, upgrade, remove, replace
and restore small cell networks in the City's right-of-way,
B, Rcw 35A.47.o4o allows the city to grant nonexclusive
franchises to utility and cable providers for their use of City right of way,
but provides a franchise may not be adopted until at least five days have
passed after the franchise is first introduced to the City Council. This
franchise was first introduced to council at its regular meeting on July 21,
2020' Thereafter, it was presented to Council a second time at its regular
meeting on August 4, 2020. Through this ordinance, council grants a five-
year small cell franchise to ExteNet and authorizes the Mayor to sign all
documents necessary to fully implement the agreement negotiated
between the City and ExteNet.
c. small cells are low-powered and low profile wireless base
stations that function like cells in a mobile wireless network and typically
1 Small Cell Franchise Authorized-
ExtaMet Systems, fnc.
cover localized (smaller) areas. Wireless providers use small cells to provide
connectivity in areas where the coverage and capacity of traditional cell
towers are challenged by terrain or buildings and they also use small cells to
provide enhanced capacity to users (e.g., more data, more quickly). Because
they are smaller, small cells are often mounted to existing structures within
the right-of-way, such as utility poles and light poles.
D. Small cell facilities and networks will also be integral to the
deployment of the next generation of wireless service, known as "5G" or "5th
Generation," Wireless providers and the FederaI Communications Commission
claim that 5G will provide additional capacity in existing networks for
emergency service, increased data use, telecommuting, and the support of
Internet of Things applications.
E. The city embraces and supports small cell technology and the
advances the city expects it to provide, yet also has a fundamental role to
manage the rights-of-way fairly for the residents and tax-payers and protect
the cityt significant investments of time, resources and money in
construction, design standards and undergrounding of utilities. In order to
balance the deployment of new technology with the city's role to manage the
rights-of-way, this franchise includes requirements to keep a detailed record
of small cell installations, to relocate facilities to accommodate public
improvement projects and penalties for unauthorized installations.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS:
oRprNAilgE
Small Cell Franchise Authorized-
Exteilet Systems, Inc.
2
sEcrroU 7. Franshise Granted, The small cell Franchise
Agreement between the city of Kent and ExteNet systems, Inc.,
substantially in the form attached and incorporated as Exhibit A, is hereby
granted. upon ExteNet's acceptance of the small cell Franchise
Agreement, the Mayor is authorized to execute the same on behalf of the
City of Kent, subject to those changes that are not material in nature and
may be authorized by the City Attorney.
sEcrroU 2. Mavoral Authorizatio.n The Mayor is further
authorized to execute all documents necessary to implement the full terms
of the negotiated franchise.
sEcrroM 3, - severabilitv. If any one or more section, subsection,
or sentence of this ordinance is held to be unconstitutional or invalid, such
decision shall not affect the validity of the remaining portion of this
ordinance and the same shall remain in full force and effect.
sEcrroil 4. - Effective Date. This ordinance, being an exercise of a
power specifically delegated to the city's legislative body, is not subject to
referendum. It shall be published and will take eflect thirty (30) days after
its passage. The small cell Franchise Agreement, however, shall become
effective only upon its acceptance by ExteNet systems, Inc. and execution
by the Mayor. Should ExteNet fail to timely file its written acceptance of
the small cell Franchise Agreement, ExteNet will be deemed to have
rejected and repudiated the small cell Franchise Agreement and the
franchise will be voidable by the City.
DANA RALPH, MAYOR
August 4. 2020
Date Approved
ATTEST:
Small Cell Franchise Authorized-
ExteMet Systamsr lnc,
3
KIMBERLEY A. KOMOTO, CITY CLERK
APPROVED AS TO FORM:
ARTHUR "PAT" FITZPATRICK, CITY ATTORNEY
Auoust 4. 20?0
Date Adopted
August 7, 2020
Date Published
Small Cell Franchlse Authorized-
Exteilat Systems, Inc.
4
EXHIBIT A
Small Cell Franchise Agreement
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
6.1
6.2
6.3
SECTION 7.
REGORDS..,
7.t
7.2
7.3
7.4
7.5
EXTENET SYSTEMS, rNC AND THE CITY OF KENT, WASHINGTON
SMALL CELL FRANCHISE AGREEMENT
TABTE OF CONTENTS
DEFINITIONS........ .........1
FRANCHISE GRANTED.......... ................2
GR'\NT OF AUTHORIW LIMITED. ......,3
LOCATION OF FACILITTES.... .................5
5.1
5.2
5,3
5.4
5.5
5.6
5.7
5.8
5.9
5.10
RELOCATION OF FACILITIES
Relocation Requirement......,,.
Relocation... . ,
Locate..........
Notice and Relocation Process...........
Alternative Arra ngements. ....
Contractor Delay Claims.
Indemnification.
Moving of Buildings or Other Objects,...
Survival...,...
UNDERGROUNDING OF FACILITIES...,..No Installation of Small Cell Facilities in Undergrounded
Areas,9
Requirement to Remove Small Cell Facilities
Survival......
INFORMATION,INVENTORY AND
10
6
.6
6
6
7
7
8I
City's Costs.....
8
I
9
9
9
9
Inspection .... . ... 11
Information Request
Current Inventory.
10
10
t2
13
13
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ExteNet System+ Inc. and City of Kent
2O2O Fra nchise Agreement
Public Records Act.....
Annual Audit
SECTION 8. WORK IN THE RIGHTS.OF.WAY......
sEcTloN 9.
SECTION 10.
SECTION 11.
SECTION 12.
SECTION 13.
SECTION 14.
SECTION 15.
SECTION 16.
16.1
L6.2
SECTION 21.
2L.L
2L.2
SECTION 22.
22.t
22.2
22.3
22.4
22.s
22.6
22.7
22.8
22.9
SECTION 23.
23.L
23.2
23.3
ONE CALL LOCATOR SERVICE...
SAFEW REQUrREi4ENTS...........
Payment of Fees and Costs.
Assumption of Risk.
Survivial.
INSURANCE.....
Insurance Limits.
Deducti ble/Certificate of Insura nce
.31
31
33
34
34
34
..34
.35
Page ii
ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
,16
17
SECTION 17. DESIGN STANDARDS.,.....,.26
SECTION 18. UNAUTHORIZED FACILITIES.......26
SECTION 19. GRAFFITI ABATEMENT...... ,,.,,..27
SECTION 20. EMISSIONS REPORTS........27
WORK OF CONTRACTORS AND SUBCONTRACTORS......... 19
RESTORATION AFTER CONSTRUCTION.. ....19
EMERGENCY WORK/DANGEROUS CONDITIONS.............21
RECOVERY OF COSTS, TAXES AND FEES. .......22
SMALL CELL FACILITIES - APPROVALS AND PERMITS...25
City Retains Approval Authority ....25
City Approvals and Permits....25
NO INTERFERENCE 28
Interference with Public Facilities. ...............29
Interference with Other Facilities...29
INDEMNIFICATION....29
Genera I Indemnification 29
Indemnification for Radio Frequency Emissions or Radiation....30
Indemnification for Relocation 30
Avoidance 31
Procedures and Defense...
Endorsements
23.4
23.5
23.6
SECTION 24. ABANDONMENT
TELECOM M UNICATIONS N ETWORK
SECTION 25.
25.L
25.2
25.3
25.4
Acceptability of Insurers.........
Verification of Coverage.........
Maintenance of Insurance.
36
OF FRANCHISEE'S
36
BONDS..38
Construction Guarantee.,........ ,........39
36
36
39
SECTION 26.
SECTION 27.
SECTION 28.
SECTION 29.
SECTION 30.
SECTION 31.
SECTION 32.
SECTION 33.
SECTION 34.
sEcTroN 35,
SECTION 36.
SECTION 37.
SECTION 38.
SECTION 39.
SECTION 40.
SECTION 41.
.40
Form of Bonds..40
REVOCATION......40
REMEDIESTOENFORCECOMPLIANCE........ .,,..,....41
NON.WAIVER..42
POLICE POWERS AND CITY ORDINANCES..... ,,,,,..42
COST OF PUBLICATION....,,''.43
ACCEPTANCE.........43
suRvIvAL..... ......... .... .
ASSrGNMENT..............
Maintenance Bond...
Franchise Bond.
EXTENSION......
ENTIRE AGREEMENT.............
EMINENT DOMAIN.......
,..,,,,44
......45
,......45
......45
vAcATroN.................45
COMPLIANCE WITH ALL APPLICABTE LAWS 47
Page iii
ExteNet Systems, Inc. and City of Kent
2020 Fra nchise Agreement
SECTION 42.
SECTION 43.
SECTION 44.
SECTION 45.
ATTORNEY'S FEES..47
LICENSES, FEES AND TAXES.
MISCELTANEOUS..48
Page iv
ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
EXTENET SYSTEM+ INc AND THE crTY oF KENT' wAsHINGToN
SMALL CELL FRANCHISE AGREEMENT
ECTION 7. - Definitlons. In addition to terms otherwise defined herein,
the following definitions shall apply generally to the provisions of this Franchise.
1,1 "Director" means the public Works Director or designee.
L.2 "Rights-of-way" (singular "Right-of-way") as used in this Franchise, means
the sufface of, and the space above and below, any public street, highway,
freeway, bridge, land path, alley, court, boulevard, sidewalk, way, lane, public way,
drive, circle, pathways, spaces, or other public right-of-way, and over which the
City has authority to grant permits, licenses or franchises for use thereof, or has
regulatory authority thereover. Rights-of-Way for the purpose of this Franchise do
not include railroad right-of-way, airports, harbor areas, buildings, parks, poles,
conduits, open spaces, nature trails, dedicated but un-opened right-of-way,
undedicated streets and/or right-of-way, environmentally sensitive areas and any
land, facilities, or property owned, maintained, or leased by the city in its
governmental or proprietary capacity or as an operator of a utility.
1.3 "Small Cell Equipment" ot "Small Cell Facilities" means Wireless
Telecommunications Facilities attached, mounted, or installed on a proprietary or
leased pole, excluding monopole towers, that is located in Right-of-Way and used to
provide "personal wireless service" as defined in Title 47, LJnited States Code,
Section 332(c)(7)(C), including all future amendments.
L.4 "Utility Pole" means a pole or vertical structure owned by a utility company
or other third party with the right either pursuant to state law or a franchise to
place such facilities in the Right-of-Way. An "Original Utility Pole" is a pole that has
Page 1
ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
not been replaced to accommodate Small Cell Facilities, but that is capable of
accommodating Small Cell Facilities. A "Replacement Utility Pole" means a pole that
replaces an Original Utility Pole to accommodate Small Cell Facilities and does not
result in an increase in the total number of Utility Poles. Each reference to a Utility
Pole herein includes any Original Utility Pole and any Replacement Utility Pole.
SECTION 2. - Franchisa Granted.
2.I Pursuant to RCW 35A.47.A40, the City of Kent, a Washington municipal
corporation ("City"), hereby grants to ExteNet Systerns, Inc ("Franchisee,,), its
successors, legal representatives and assigns, subject to the terms and conditions
set forth below, a non-exclusive Franchise for a period of five (5) years beginning
on the effective date of this agreement.
2.2 This Franchise agreement grants Franchisee the right, privilege, and
authority to construct, operate, maintain, replace, relocate, restore, upgrade,
remove, excavate, acquire, sell, lease, and use the Small Cell Facilities, as defined
in Section 1.3, for its telecommunications network, in, under, on, across, over,
through, along or below the public Rights-of-Way located in the City of Kent, as
approved pursuant to City codes and permits issued pursuant to this Franchise. This
Franchise does not authorize the installation of any ground mounted equipment
anywhere within the Rights-of-Way.
2.3 This Franchise shall not prevent the City from granting franchises in, along,
over, through, under, below, or across any Rights-of-Way. This Franchise shall not
prevent or prohibit the City from using any Rights-of-Way or affect its jurisdiction
over any Rights-of-Way or any paft of Rights-of-Way. The City shall retain power to
make all necessary changes, relocations, repairs, maintenance, establishment,
improvement, dedication of Right-of-Way as the City deems fit, including the
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dedication, establishment, maintenance, and improvement of all new Rights-of-
way, thoroughfares, and other public properties of every type and description,
SECTION 3, - Grant of Authoritv Llmlted.
3.1 The authority granted by this Franchise is a limited authorization to occupy
and use the Rights-of-way throughout the city (the "Franchise Area,,). The
Franchisee is authorized to place its Facilities in the Rights-of-Way only consistent
with this Franchise, the City of Kent Zoning Code, the Comprehensive plan, the
Area Design and Construction Standards and the Kent Municipal Code (collectively
the "Codes"). Nothing contained herein shall be construed to grant or convey any
right, title, or interest in the Rights-of-Way of the City to the Franchisee other than
for the purpose of providing telecommunications services. Franchisee hereby
warrants that it expects to provide the following services within the City: small cell
network consisting of a collection of interrelated Small Cell Facilities designed to
deliver personal wireless services (the "services"). Services do not include personal
wireless services and associated facilities that fall outside of the definition of Small
Cell Facilities (i,e., macro facilities).
3.2 This Franchise does not grant Franchisee the right to install and operate
wires and facilities to provide wireline broadband transmission services, whether
provided by a third party provider, Franchisee, or a corporate affiliate of Franchisee.
Any entity that provides such wireline broadband transmission services must have
an independent franchise to use the Rights-of-Way outside of this Franchise.
Fufther, this Franchise does not grant the right to offer cable internet services or
Cable Services as those terms are defined in 47 U.S.C. g 522(6) by wireline
transmission.
3'3 This Franchise does not grant Franchisee the right to install any facility,
infrastructure, wires, lines, cables, or other equipment, on any City property other
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than a Right-of-Way, or upon private property without the owner's consent, or upon
or in any City, public or privately owned poles or conduits.
3.4 Nothing within this Franchise shall be construed to grant or convey any right,
title, or interest in the Rights-of-Way of the City to Franchisee other than for the
purpose of providing the Services, or to subordinate the primary use of the Right-
of-Way as a public thoroughfare.
3.5 If Franchisee desires to expand the Services provided within the City, it shall
request a written amendment to this Franchise. If Franchisee desires to use City
owned property, including poles and structures within the Rights-of-Way it shalt
enter into a separate lease or license agreement with the city.
3.6 Franchisee shall have the right, without prior City approval, to lease the
Facilities, grant a right of user interest in the Facilities or any portion thereof or
offer or provide capacity or bandwidth to its lessees or customers consistent with
this Franchise provided :
a. Franchisee at all times retains exclusive control over its
telecommunications system, Facilities and Services and remains
responsible for constructing, installing, and maintaining its Facilities
pursuant to the terms and conditions of this Franchise;
b. Franchisee may not grant rights to any customer or lessee that are
greater than any rights Franchisee has pursuant to this Franchise;
c. Such customer or lessee shall not be construed to be a third-pafty
beneficiary under this Franchise; and
d. No such customer or lessee may use the telecommunications system
or Services for any purpose not authorized by this Franchise, nor to
sell or offer for sale any service to the citizens of the City without all
reguired business licenses, franchise or other form of state wide
approval.
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SECTION 4. - Location of Faellitles.
4.I Franchisee may locate its Facilities anywhere within the Franchise Area
consistent with the City's Design and Construction Standards and area design and
construction standards and subject to the City's applicable Code requirements.
Franchisee shall not be required to amend this Franchise to construct or acquire
Facilities within the Franchise Area, provided that Franchisee does not expand its
Seruices beyond those described in Section 3.1.
4.2 To the extent that any Rights-of-Way within the Franchise Area are part of
the state highway system ("State HighwaysJ and are governed by the provisions of
chapter 47.24 RCW and applicable Washington State Department of Transportation
(*WSDOT") regulations, Franchisee shall comply fully with these requirements in
addition to local ordinances and other applicable regulations. Without limitation of
the foregoing, Franchisee specifically agrees that:
a. any pavement trenching and restoration performed by Franchisee
within State Highways shall meet or exceed applicable WSDOT
requirements;
b. any portion of a State Highway damaged or injured by Franchisee shall
be restored, repaired and/or replaced by Franchisee to a condition that
meets or exceeds applicable WSDOT requirements; and
c. without prejudice to any right or privilege of the City, WSDOT is
authorized to enforce in an action brought in the name of the State of
Washington any condition of this Franchise with respect to any portion
of a State Highway.
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SECTION 5. - Relocation of Small Cell Faclllties.
5.1 Relocatlon Requlrement. Franchisee agrees to protect, support, temporarily
disconnect and then reconnect, relocate, or remove from any Rights-of-Way any of
its Facilities when reasonably required by the City by reason of traffic conditions,
public safety, dedications of new Rights-of-Way, the establishment and
improvement of new Rights-of-Way, widening or improvement of existing Rights-of-
Way or both, street vacations, freeway construction, change or establishment of
street grade, or the construction of any public improvement or structure by any
governmental agency acting in a governmental capacity or as otherwise necessary
for the operations of the City or other governmental entity. Collectively, such
matters are referred to within this Franchise with the term "Public Improvement."
5.2 Relocation. If the request for relocation from the City arises from a public
Improvement, in which structures or poles are either replaced or removed, then
Franchisee shall relocate or remove its Facilities as required by the City, and at no
cost to the City, subject to the procedure in Section 5.4. Franchisee acknowledges
and agrees that the placement of Small Cell Facilities on third-party owned or City
owned structures does not convey an ownership interest in such structures.
Franchisee acknowledges and agrees, that to the extent Franchiseet Small Cell
Facilities are on poles owned by third parties, the City shall not be responsible for
any costs associated with requests for relocation which the City makes solely for
aesthetic purposes and where such request arises out of a Public Improvement.
5.3 Locatg. Upon written request of the City, or a third party performing work in
the Right-of-Way, and in order to facilitate the design of City street and Right-of-
Way improvements, Franchisee agrees, at its sole cost and expense, to locate, and
if determined necessary by the City, to excavate and expose its Facilities for
inspection so that the Facilities' location may be taken into account in the
improvement design. The decision as to whether any Facilities need to be relocated
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in order to accommodate the Public Improvement shall be made by the City upon
review of the location and construction of Franchisee's Facilities. The City shall
provide Franchisee at least fourteen (14) calendar days'written notice prior to any
excavation or exposure of Facilities. Franchisee shall be responsible for any delays
due to failure to locate its Facilities when requested, except that Franchisee shall
not be responsible for delays or damages due to circumstances beyond the control
of the Franchisee,
5.4 Notice and Relocation Proqedure. If the City determines that the Public
Improvement necessitates the relocation of Franchisee's existing Facilities, the City
shall:
a. At least ninety (90) calendar days prior to commencing the Public
lmprovement, provide Franchisee with written notice requiring such relocation and
a date by which relocation must be complete; provided, however, that in the event
of an emergency situation, defined for purposes of this Franchise as a condition
posing an imminent threat to property, life, health, or safety of any person or
entity, the City shall give Franchisee written notice as soon as practicable; and
b. At least ninety (90) calendar days prior to commencing the public
Improvement, provide Franchisee with copies of pertinent portions of the plans and
specifications for the improvement project and a proposed location for Franchisee's
Facilities so that Franchisee may relocate its Facilities in other City Rights-of-Way in
order to accommodate such Public Improvement; and
c. After receipt of such notice and such plans and specifications,
Franchisee shall complete relocation of its Facilities consistent with the date for
relocation established in accordance with this Section 5.4 at no charge or expense
to the City, except as otherwise provided by law. Relocation shall be accomplished
in such a manner as to accommodate the Public Improvement.
5.5 Alternative Arrangements. The Franchisee may make its own appropriate
arrangements in response to a request for relocation of its Facilities from a person
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or entity other than the City, so long as any improvements being constructed are
not or will not become City-owned, operated or maintained; except that any such
arrangements shall not unduly delay a city construction project.
5.6 Contractor Delay Claimq. Franchisee shall be solely responsible for the out-
of-pocket costs incurred by the City for delays in a Public project to the extent the
delay is caused by or arises out of Franchisee's failure to comply with the final
schedule for the relocation (other than as a result of a Force Majeure Event or
causes or conditions caused by the acts or omissions of the City or any third party
unrelated to Franchisee; Franchisee vendors and contractors shall not be
considered unrelated third parties). Such out-of-pocket costs may include, but are
not limited to, payment to the City's contractors and/or consultants for increased
costs and associated court costs, interest, and reasonable attorneys' fees incurred
by the City to the extent directly attributable to such Franchisee's caused delay in
the Public Project.
5.7 Indemnification. Franchisee will indemnify, hold harmless, and pay the costs
of defending the city, in accordance with the provisions of section 22.
5.8 Moving of Buildings or Other obiects. Franchisee shall, on the request of any
individual or private entity holding a valid permit issued by a governmental
authority, temporarily remove, raise or lower its Facilities to permit the moving of
buildings or other objects. The expense of such temporary removal, raising or
lowering of Facilities shall be at the expense of the requestor.
5.9 City's Costs. If Franchisee fails, neglects, or refuses to remove or relocate its
Facilities as directed by the City following the procedures ouflined in this Section 5,
the City may perform such work or cause it to be done, and the City's costs shall be
paid by Franchisee pursuant to Sections 15.3 and 15.4.
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5.10 SUrvival. The provisions of this Section 5 shall survive the expiration or
termination of this Franchise during such time as Franchisee continues to have
Facilities in the Rights-of-Way.
SECTION 6. - llndergrounding of Facillfies,
6.1 No Installation of Small Cell Facilities in Undergrounded Areas. Franchisee
shall not install Small Cell Facilities in areas that already have undergrounding of
aerial utilities, except as authorized by the Director and in compliance with any
Kent Construction Standards. Any Facilities so located shall be approved by the
Director and if such Facilities include the installation of a new pole or installation on
a City-owned pole, Franchisee shall be required to enter into a separate agreement
with the City for such installations.
6'2 Requirement to Remove Small Cell Facilities. Franchisee hereby
acknowledges and agrees that whenever the City requires the undergrounding of
the aerial utilities in any area of the City, which includes the removal of structures
(e.9., Utility Poles) in the Rights-of-Way, Franchisee will also be required to remove
or relocate its Facilities from such structures within the timeframe set for such
undergrounding project. If the aerial utilities are required to be undergrounded,
Franchisee's grant of permission for Small Cell Facilities on Utility poles in that area
will be automatically revoked upon removal of these Utility poles. Franchisee may
re-install any Small Cell Facilities only as authorized by the Director and in
compliance with any Kent Construction Standards, unless otherwise approved by
the Director, Installation of new poles shall require a site specific separate
agreement pursuant to chapter 35.99 RCW.
6.3 Survival. The provisions of this Section 6 shall survive the expiration,
revocation, or termination of this Franchise. Nothing in this Section 6 shall be
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construed as requiring the City to pay any costs of undergrounding any of the
Franchisee's Facilities.
SECTION 7. - fnformatiqn Inventorv and Records,
7.L InformationReouest.
a. Franchisee shall supply and maintain updated, at no cost to the City,
any information reasonably requested by the City to coordinate its
functions with the Franchisee's activities and fulfill any municipal
functions under state law. This required information may include, but
is not limited to, any installation inventory, location of existing or
planned Facilities, maps, plans, operational data, and as-built drawings
of Franchisee's Facilities in the City. Franchisee shall warrant the
accuracy of all inforrnation provided to the City.
b. Within thirty (30) calendar days of a written request from the Director,
but in no event more than once annually, the Franchisee shall furnish
the City with information sufficient to demonstrate: 1) that the
Franchisee has complied with all applicable requirements of this
Franchise; and 2) that all utility taxes due the City in connection with
the Franchisee's services and Facilities provided by the Franchisee
have been properly collected and paid by the Franchisee.
7.2 Current Inventory.
a. Franchisee shall maintain a current inventory of Small Cell Facilities
throughout the Term of this Franchise. Franchisee shall provide to City
a copy of the inventory repoft no later than one hundred eighty (180)
calendar days after the Effective Date of this Franchise, and an
updated inventory report shall be provided by December 31 of each
year and within thirty (30) calendar days of a reasonable request by
the City. The inventory report shall include GIS coordinates, date of
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installation, type of pole used for installation, description/type of
installation for each small cell Facility installation and photographs
taken before and after the installation of the small cell Facility and
taken from the public street.
small cell Facilities that are considered Deactivated Facilities, as
described in section 24.t, shall be included in the inventory report and
Franchisee shall provide the same information as is provided for active
installations as well as the date the Facilities were deactivated and the
date the Deactivated Facilities were removed from the Right-of-way.
The city shall compare the inventory report to its records to identify
any discrepancies, and the parties will work together in good faith to
resolve any discrepancies, Franchisee is not required to report on
future inventory repofts any Deactivated Facilities which were
removed from the Right-of-way since the last reported inventory and
may thereafter omit reference to the Deactivated Facilities. Franchisee
shall keep the city reasonably informed of its long-range plans for
coordination with the City's long-range plans.
7'3 Inspection. All books, records, maps, and other documents maintained by
Franchisee with respect to its Facilities within the Rights-of-Way shall be made
available for inspection by the City at reasonable times and intervals; except that
nothing in this Section 7.3 shall be construed to require Franchisee to violate state
or federal law regarding customer privacy, nor shall this SectionT.3 be construed
to require Franchisee to disclose proprietary or confidential information without
adequate safeguards for its confidential or proprietary nature. Unless otherwise
permitted or required by state or federal law, nothing in this Section 7.3 shall be
construed as permission to withhold relevant customer data from the City that the
City requests in conjunction with a tax audit or review; provided, however,
Franchisee may redact identiffing inforrnation such as names, street addresses
(excluding city and zip code), Social Security Numbers, or Employer Identification
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b
Numbers related to any confidentiality agreements Franchisee has with third
parties.
7.4 Public Records Act.
a. Franchisee acknowledges that information submitted to the City is
subject to the Washington Public Records Act, chapter 42.56 RCW, and
is open to public inspection, subject to any exceptions permitted by
law (i.e., unless an exemption applies).
b. Franchisee may identify documents submitted to the City that
Franchisee believes are non-disclosable, such as trade secrets.
Franchisee shall be responsible for clearly and conspicuously
identifying the work as confidential or proprietary, and shall provide a
brief written explanation as to why such information is confidential and
how it may be treated as such under state or federal law. The City
agrees to keep confidential any proprietary or confidential books or
records to the extent permitted by law.
c' If the City receives a public records request under chapter 42.56 RCW
or similar law for the disclosure of the documents or any part of the
documents Franchisee has designated as confidential, trade secret, or
proprietary, the City shall provide Franchisee with written notice of the
request, including a copy of the request prior to disclosure so that
Franchisee can take appropriate steps to protect its interests. Nothing
in this Section 7.4 prohibits the City from complying with chapter
42.56 RCW or any other applicable law or court order requiring the
release of public records, and the City shall not be liable to Franchisee
for compliance with any law or court order requiring the release of
public records. The City will not asseft an exemption from disclosure or
production on Franchisee's behalf.
d. The City shall comply with any injunction or court order obtained by
Franchisee that prohibits the disclosure of any such confidential
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records. If a higher court overturns an injunction or court order and
such higher court action is or has become final and non-appealable,
Franchisee shall reimburse the city for any fines or penalties imposed
for failure to disclose such records within forty-five (45) calendar days
of a request from the city, unless additional time is reasonably
necessary under the circumstances and is agreed to by the parties.
7.5 Annual Aqdit. On an annual basis, upon thirty (30) calendar days prior
written notice, the City shall have the right to conduct an independent audit of
Franchisee's records reasonably related to the administration or enforcement of this
Franchise, in accordance with GAAP. If the audit shows that tax or fee payments
have been underpaid by three percent (3o/o) or more, Franchisee shall pay the total
cost of the audit.
SECTION 8. - Work ln the Rlahts-of-Way,
8.1 During any period of relocation, construction or maintenance, all work
performed by Franchisee or its contractors shall be accomplished in a safe and
workmanlike manner and only after obtaining permits pursuant to Section 8.3.
Franchisee shall minimize interference with the free passage of traffic and the free
use of adjoining property, whether public or private. Franchisee shall at all times
post and maintain proper traffic control to warn and direct the road users. Traffic
control devices include but are not limited to barricades, traffic cones, traffic drums,
tubular markers, flags, ceftified flaggers, lights, flares, and other measures as
required for the safety of all members of the general public. Franchisee shall also
comply with all applicable safety regulations during such period of construction as
required by the ordinances of the City or the laws of the State of Washington,
including RCW 39.04.180 for the requirement of trench safety systems for trench
excavations. The provisions of this Section 8.1 shall survive the expiration or
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termination of this Franchise and during such time as Franchisee continues to have
Facilities in the Rights-of-Way,
8.2 Franchisee shall, at its own expense, maintain its Facilities in a safe
condition, in good repair, and in a manner suitable to the City. Additionally,
Franchisee shall keep its Facilities free of debris and anything of a dangerous,
noxious, or offensive nature or which would create a hazard or undue vibration,
heat, noise, or any interference with City services. The provisions of this Section
8.2 shall survive the expiration of this Franchise during such time as Franchisee
continues to have Facilities in the Rights-of-Way.
8.3 Whenever Franchisee shall commence work in any Rights-of-Way for the
purpose of excavation, installation, construction, repair, maintenance, or relocation
of its Facilities, it shall apply to the City for a permit to do so. During the progress
of the work, the Franchisee shall not unnecessarily obstruct the passage or proper
use of the Rights-of-Way, and all work by the Franchisee in the area shall be
peformed in accordance with applicable City standards and specifications and
warranted for a period of two (2) years. In no case shall any work commence within
any Rights-of-Way without a permit, except as otherwise provided in this Franchise.
8.4 If either the City or Franchisee plans to make excavations in any area
covered by this Franchise and as described in this Section 8.4, the party planning
such excavation shall afford the other an oppoftunity to share such excavation,
PROVIDED THAT:
a. The joint use shall not unreasonably delay the work of the party
causing the excavation to be made;
b. The joint use shall be arranged and accomplished on terms and
conditions satisfactory to both parties; and
c. The initiating party may deny such request for safety reasons.
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8'5 Upon prior written notice from the City, Franchisee shall meet with the City
and other franchise holders to schedule and coordinate construction in the Rights-
of-Way' To minimize public inconvenience, disruption or damage, the Franchisee
shall coordinate all construction locations, activities, and schedules as reasonably
directed by the City.
8.6 Franchisee acknowledges that it shall be solely responsible for compliance
with all marking and lighting requirements of the FAA and the FCC with respect to
Franchisee's Facilities. Franchisee shall indemnify, defend and hold the City
harmless from any fines or other liabilities caused by Franchisee's failure to comply
with these requirements. Should Franchisee or the City be cited by either the FCC
or the FAA because the Facilities or Franchisee's equipment is not in compliance and
should Franchisee fail to cure the conditions of noncompliance within the timeframe
allowed by the citing agency, the City may elect any or all of the following
remedies: (1) cure the conditions of noncompliance at Franchisee's expense, and
collect all reasonable costs from Franchisee in accordance with the provisions of
Section 15.3 and Section L5.4; (2) collect damages pursuant to Section 28.2; or
(3) revoke this Franchise pursuant to Section 27. Franchisee shall not be liable for
any claims, damages or liability resulting from City's acts in effecting the cure on
behalf of Franchisee.
SECTION 9. - Trees.
9'1 Franchisee may trim trees upon and overhanging on Rights-of-Way, streets,
alleys, sidewalks, and other public places of the City so as to prevent the branches
of any such trees from coming in contact with Franchisee's Facilities. The right to
trim trees in this Section 9.1 only applies to the extent necessary to protect above
ground Facilities. Franchisee shall avoid unnecessary trimming of trees and
vegetation in the vicinity of its Facilities and shall avoid damaging any trees or
vegetation. Franchisee shall ensure that its tree trimming activities protect the
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appearance, integrity, and health of the trees to the extent reasonably possible.
Franchisee shall be responsible for all debris removal from such activities.
9,2 Upon the written request of the Director, Franchisee shall prepare and
maintain a tree trimming schedule to ensure compliance with this Section 9.2 and
to avoid exigent circumstances where tree cutting, trimming, or removal is
necessary to protect the public safety or continuity of seruice. Franchisee shall
submit the tree trimming schedule to the Director, Franchisee shall notify and
obtain written approval from the City, which shall not be unreasonably withheld,
delayed or condltioned, before completing any trimming, except in an emergency.
9.3 All tree trimming shall be completed at the expense of Franchisee. Franchisee
may contract for such services, however, City approval is required prior to
commencing such trimming, which shall not be unreasonably withheld, delayed or
conditioned. Nothing in this Franchise grants Franchisee any authority to act on
behalf of the City, to enter upon any private propefty, or to trim any tree or natural
growth not owned by the City. Except in an emergency, all tree trimming must be
performed under the direction of an arborist certified by the International Society of
Arboriculture, unless otherwise approved by the Director.
9.4 Franchisee shall be solely responsible and liable for any damage to any third
parties' trees or natural growth caused by Franchisee's actions, Franchisee shall
indemnify, defend and hold harmless the City from claims of any nature arising out
of any act or negligence of Franchisee with regard to tree and/or natural growth
trimming, damage, and/or removal. Franchisee shall reasonably compensate the
city or the property owner for any damage caused by trimming, damage, or
removal by Franchisee.
ECTION 70. - One Call Locator Sertrice. Prior to doing any work in the
Rights-of-Way, Franchisee shall follow established procedures, including contacting
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the Utility Notification Center in Washington and comply with all applicable State
statutes regarding the One Call Locator Seruice pursuant to chapter L9.l2Z RCW.
Fufther, upon request by the City or a third party, Franchisee shall locate its
Facilities consistent with the requirements of chapter 19.L22 RCW. The City shall
not berliable for any damages to Franchisee's Facilities or for interruptions in
service to Franchisee's customers that are a direct result of Franchisee's failure to
locate its Facilities within the prescribed time limits and guidelines established by
the One Call Locator Service regardless of whether the City issued a permit.
SECTION 77. - Safehr Requlrements.
11.1 Franchisee shall, at all times, employ professional care and shall install and
maintain and use industry-standard methods for preventing failures and accidents
that are likely to cause damage, injuries, or nuisances to the public. All structures
and all lines, equipment, and connections in, over, under, and upon the Rights-of-
Way, wherever situated or located, shall at all times be kept and maintained in a
safe condition. Franchisee shall comply with all federal, state, and City safety
requirements, rules, regulations, laws, and practices, and employ all necessary
devices as required by applicable law during the construction, operation,
maintenance, upgrade, repair, or removal of its Facilities. By way of illustration and
not limitation, Franchisee shall also comply with the applicable provisions of the
National Electric Code, National Electrical Safety Code, FCC regulations, and
Occupational Safety and Health Administration (OSHA) Standards. The City
reserves the general right to inspect the Facilities to evaluate if they are
constructed and maintained in a safe condition.
LL.z If an unsafe but non-emergent condition or a violation of Section 11.1 is
found to exist, and becomes known to the City, the City agrees to give Franchisee
written notice of such condition and afford Franchisee a reasonable opportunity to
repair the condition. If Franchisee fails to start to make the necessary repairs and
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alterations within a reasonable time frame specified in such notice (and pursue such
cure to completion), then the City may make such repairs or contract for them to
be made. All costs, including administrative costs, incurred by the City in repairing
any unsafe conditions shall be borne by Franchisee and reimbursed to the City
pursuant to Sections 15.3 and 15.4.
11.3 Additional safety standards include:
a. Franchisee shall endeavor to maintain all Facilities in an orderly
manner, including, but not limited to, the placement of any cables
connecting equipment in an orderly manner.
b' All installations of equipment, lines, and ancillary facilities shall be
installed in accordance with industry-standard engineering practices
and shall comply with all federal, state, and local regulations,
ordinances, and laws.
c. The Franchisee shall at all times protect any opening or obstruction in
the Rights-of-Way or other public places made by Franchisee in the
course of its operations by the placement of adequate barriers, fences,
or boarding, the bounds of which, during periods of dusk and
darkness, shall be clearly marked and visible.
LL.4 On notice from the City that any work is being performed contrary to the
provisions of this Franchise, or in an unsafe or dangerous manner as reasonably
determined by the City, or in violation of the terms of any applicable permit, laws,
regulations, ordinances, or standards, the work may immediately be stopped by the
City. The stop work order shall:
a. Be in writing;
b. Be given to the person doing the work or posted on the work site;
c. Be sent to Franchisee by overnight delivery;
d. Indicate the nature of the alleged violation or unsafe condition; and
e. Establish conditions under which work may be resumed.
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ECTION 72. ' Work of Contractors and Subcontractors. Franchisee's
contractors and subcontractors shall be licensed and bonded in accordance with
State law and the City's ordinances, regulations, and requirements. Work by
contractors and subcontractors are subject to the same restrictions, limitations, and
conditions as if the work were performed by Franchisee. Franchisee shall be
responsible for all work performed by its contractors and subcontractors and others
performing work on its behalf as if the work were performed by Franchisee and
shall ensure that all such work is performed in compliance with this Franchise and
applicable law.
SECTfON 73. - Restoration aftar Construction.
13.1 Franchisee shall repair any damage to the Rights-of-Way, and the property of
any third PartY, after installation, construction, relocation, maintenance, or repair of
its Facilities or after abandonment approved pursuant to Section 24, within thirty
(30) days following the date of any of these activities at Franchisee's sole cost and
expense. Franchisee shall restore the Rights-of-Way and the surface of the Rights-
of-Way to the same or better condition as it was immediately prior to any
installation, construction, relocation, maintenance or repair by Franchisee,
reasonable wear and tear excepted, Franchisee shall not be responsible for any
changes to the Rights-of-Way not caused by Franchisee or anyone doing work for
Franchisee, No survey monument may be removed (or replaced) without a
professional land surveyor obtaining a permit in advance from the Washington
State Department of Natural Resources and submitting a copy of the approved
permit to the City. Franchisee shall restore all concrete encased monuments that
will be disturbed or displaced by such work to City standards and specifications. The
Director shall have final approval of the condition of the Rights-of-Way after repair
or restoration by the Franchisee.
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t3.2 Franchisee agrees to complete all restoration work to the Franchise Area or
other affected area at its sole cost and expense and according to the time and
terms specified in the construction permit issued by the City. All work by Franchisee
pursuant to this Franchise shall be performed in accordance with applicable City
standards and warranted for a period of two (2) years and for undiscovered defects
as is standard and customary for this type of work.
13.3 If conditions (e.9., weather) make the complete restoration required under
this Section 13 impracticable, Franchisee shall temporarily restore the affected
Right-of-Way or property. Such temporary restoration shall be at Franchisee's sole
cost and expense, Franchisee shall promptly undeftake and complete the required
permanent restoration when conditions no longer make such permanent restoration
impracticable.
13.4 If Franchisee does not repair a Right-of-Way or an improvement in or to a
Right-of-Way within the reasonable time agreed to by the Director, the City may
repair the damage and shall be reimbursed its actual cost within sixty (60) calendar
days of submitting an invoice to Franchisee in accordance with the provisions of
Section 15.3 and Section 15,4. In addition, and pursuant to Section 15.3 and 15.4,
the City may bill Franchisee for expenses associated with the inspection of such
restoration work. The failure by Franchisee to complete such repairs shall be
considered a breach of this Franchise and is subject to remedies by the City
including the imposition of damages consistent with Section 28.2.
13.5 The provisions of this Section 13 shall survive the expiration or termination
of this Franchise so long as Franchisee continues to have Facilities in the Rights-of-
Way and has not completed all restoration to the City's standards.
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ECTION 74, - Emeroency WorklDanaerous Condltlons.
L4.l In the event of any emergency in which any of Franchiseet Facilities located
in the Rights-of-Way breaks, falls, becomes damaged, or if Franchisee's Facilities is
otherwise in such a condition as to immediately endanger the property, life, health
or safety of any person, entity or the City, Franchisee shall immediately take the
proper emergency measures to repair its Facilities, to cure or remedy the
dangerous conditions for the protection of propefty, life, health or safety of any
person, entity or the City without first applying for and obtaining a permit as
required by this Franchise, However, this shall not relieve Franchisee from the
requirement of obtaining any permits necessary for this purpose, and Franchisee
shall apply for all such permits on the next day Kent City Hall is open for business.
L4.2 The City retains the right and privilege to cut, rnove or remove any Small Cell
Facilities located within the Rights-of-Way of the City, as the City may determine to
be necessary, appropriate or useful in response to any public health or safety
emergency, including the knockdown of a Utility Pole with Small Cell Facilities.
L4.3 The City shall not be liable for any damage to or loss of Facilities within the
Rights-of-Way as a result of or in connection with any public works, public
improvements, construction, grading, excavation, filling, or work of any kind in the
Rights-of-Way by or on behalf of the City, except to the extent directly and
proximately caused by the negligence or willful acts of the City, its employees,
contractors, or agents. The City shall further not be liable to Franchisee for any
direct, indirect, or any other such damages suffered by any person or entity of any
type as a direct or indirect result of the City's actions under this Section 14 except
to the extent caused by the negligence or willful acts of the City, its employees,
contractors, or agents.
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14.4 Whenever the construction, installation or excavation of Facilities authorized
by this Franchise has caused or contributed to a condition that appears to
substantially impair the lateral support of the adjoining street or public place, or
endangers the public, an adjoining public place, street utilities or City property, the
Director may direct Franchisee, at Franchisee's own expense, to take reasonable
action to protect the public, adjacent public places, City propefty or street utilities,
and such action may include compliance within a prescribed time. If the Franchisee
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, before the City can timely contact Franchisee to request
Franchisee effect the immediate repair, the City may access the Facilities and take
such reasonable actions as are necessary to protect the public, the adjacent
streets, or street utilities, or to maintain the lateral support thereof, or reasonable
actions regarded as necessary safety precautions, and Franchisee shatl be liable to
the City for the costs thereof.
L4.5 Franchisee shall promptly reimburse the City in accordance with the
provisions of Section 15.3 and Section 15.4 for any and all costs the City
reasonably incurs in response to any emergency situation involving Franchisee's
Facilities, to the extent the emergency is not the fault of the City. The City agrees
to simultaneously seek reimbursement from any franchisee or permit holder who
caused or contributed to the emergency situation.
SECTION 75, - Recoverv ofCosts. Taxes and Fees,
15'1 The City may charge for the actual administrative expenses incurred by the
City that are directly related to the receiving and approving this Franchise pursuant
to RCW 35.21.860, including the costs associated with the City's legal costs
incurred in drafting and processing this Franchise, and all work related thereto
pursuant to Rcw 35.21,860(1Xb), in an amount not to exceed g6,000,00. No
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permits shall be issued for the installation of any Facilities until such time as the
City has received payment of this fee.
L5.2 Franchisee shall further be subject to all permit fees associated with activities
undertaken through the authority granted in this Franchise or under the laws of the
City. Where the City incurs costs and expenses for review, inspection, or
supervision of activities, including but not limited to reasonable fees associated with
attorneys, consultants, City Staff and City Attorney time, undertaken through the
authority granted in this Franchise or any ordinances relating to the subject for
which a permit fee is not established, Franchisee shall pay such costs and expenses
directly to the city in accordance with the provisions of section 15.3.
15.3 Franchisee shall reimburse the City within sixty (60) calendar days of
submittal by the City of an itemized billing for reasonably incurred costs, itemized
by project, for Franchisee's proportionate share of all actual, identified expenses
incurred by the City in planning, constructing, installing, repairing, altering, or
maintaining any City facility as the result of the presence of Franchisee's Facilities
in the Rights-of-Way. Such costs and expenses shall include but not be limited to
Franchisee's propoftionate cost of City personnel assigned to oversee or engage in
any work in the Rights-of-Way as the result of the presence of Franchiseet
Facilities in the Rights-of-Way. Such costs and expenses shall also include
Franchiseet proportionate share of any time spent reviewing construction plans in
order to either accomplish the relocation of Franchisee's Facilities or the routing or
rerouting of any utilities so as not to interfere with Franchisee's Facilities.
L5.4 The time of City employees shall be charged at their respective rate of
salary, including oveftime if applicable, plus benefits and reasonable overhead. Any
other costs will be billed proportionately on an actual cost basis, All billings will be
itemized so as to specifically identify the costs and expenses for each project for
which the City claims reimbursement. A charge for the actual costs incurred in
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preparing the billing may also be included in the billing. At the City's option, the
billing may be on an annual basis, but the City shall provide the Franchisee with the
City's itemization of costs, in writing, at the conclusion of each project for
information purposes.
15.5 Franchisee hereby warrants that its operations as authorized under this
Franchise are those of a telephone business as defined in RCW 82.16.010, or
service provider as defined in RCW 35.99.010. As a result, the City will not impose
a franchise fee under the terms of this Franchise, other than as described herein.
The City hereby reserves its right to impose a franchise fee on Franchisee if
Franchisee's operations as authorized by this Franchise change such that the
statutory prohibitions of RCW 35.21.860 no longer apply, or if statutory prohibitions
on the imposition of such fees are removed. In either instance, the City also
reserves its right to require that Franchisee obtain a separate Franchise for its
change in use. Nothing contained herein shall preclude Franchisee from chailenging
any such new fee or separate agreement under applicable federal, state, or local
laws.
15.6 Franchisee acknowledges that certain of its operations within the City
constitute a telecommunication business subject to the utility tax imposed pursuant
to chapter 3.18 of the Kent City Code. Franchisee stipulates and agrees that ceftain
of its business activities are subject to taxation as a telecommunication business
and that Franchisee shall pay to the City the rate applicable to such taxabte
services under chapter 3.18 of the Kent City Code, and consistent with state and
federal law. The parties agree however, that nothing in this Franchise shall limit the
City's power of taxation as may exist now or as later imposed by the City. This
provision does not limit the City's power to amend chapter 3.18 of the Kent City
Code as may be permitted by law.
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ECTION 76. - Small Cell Faclllties - Apnrovals and permib.
16.1 City Retains Approval Authority. The City shall have the authority at all
times to control by appropriately exercised police powers through ordinance or
regulation, consistent with 47 u.s.c. 5 253, 47 U.s,c, S 332(cX7) and the laws of
the State of Washington, the location, elevation, manner of construction, and
maintenance of any Small Cell Facilities by Franchisee, and Franchisee shall
promptly conform with all such requirements, unless compliance would cause
Franchisee to violate other requirements of law. This Franchise does not prohibit
the City from exercising its rights under federal, state or local law to deny or give
conditional approval to an application for a permit to construct any individual Small
Cell Facility.
L6'2 Citv Approvals and Permits. The granting of this Franchise is not a substitute
for any other City required approvals to construct Franchisee's Facilities in the
Rights-of-Way ("City Approvals"). The parties agree that such City Approvals
(except Right-of-Way use permits as described in Section 8.3) are not considered
use permits, as that term is defined in RCW 35,99.010. These City Approvals do not
grant general authorization to enter and utilize the Rights-of-Way but rather grant
Franchisee permission to build its specific Small Cell Facilities. Therefore City
Approvals are not subject to the thirty (30) day issuance requirement described in
RCW 35.99.030. The parties recognize that this provision is specifically negotiated
as consideration for designating the entire City as the Franchise Area. Such City
Approvals shall be issued consistent with the Codes, state and federal laws
governing wireless communication facility siting and shall be in addition to any
permits required under Section 8.3. This Section does not affect the thirty (30) day
issuance requirement described in RCW 35,99.030 required for use permits such as
Right-of-Way use permits and traffic control permits.
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SECTION 17. - Desion Standards. Franchisee shall construct its Facilities
consistent with the concealment or stealth requirements as described or shown in
the Kent City Code, dny Kent Construction Standards, this Franchise and in the
applicable permit(s), in order to minimize the visual impact of such Facilities. These
requirements are intended and stipulated to be concealment features when
considering whether a proposed modification is a substantial change under Section
6a09(a) of the spectrum Act, 47 u.s.c. g 1455(a). These requirements are
intended to be used solely for the purpose of concealment and siting. Nothing shall
be interpreted or applied in a manner which dictates the use of a pafticular
technology. When strict application of these standards or requirements would
unreasonably impair the function of the technology chosen by the applicant,
alternative forms of concealment or deployment may be permitted which provide
similar or greater protections from negative visual impacts to the streetscape.
SECTION 18. Unauthorized Facilitie$, Any Small Cell Facilities
installations in the City Right-of-Way that were not authorized under this Franchise
or other required City Approval or were installed substantially out of compliance
with the concealment or stealth requirements as described or shown in the Kent
City Code, dnY Kent Construction Standards, this Franchise and in the applicable
permit(s) ("unauthorized Facilities"), will be subject to the payment of an
Unauthorized Facilities charge by Franchisee. City shall provide written notice to
Franchisee of any Unauthorized Facilities identified by City staff and Franchisee
shall have thitty (30) calendar days thereafter in which to establish that this
installation was authorized or obtain the applicable permit. Failure to establish that
the installation is authorized will result in the imposition of an Unauthorized
Facilities charge in the amount of one Thousand Dollars (91,000.00) per
Unauthorized Facility per day stafting on the thirty-first (31't) day, Franchisee may
submit an application to the City under this Franchise for approval of the
Unauthorized Facilities. If the application for the Unauthorized Facilities is not
approved, Franchisee shall remove the Unauthorized Facilities from the City's Right-
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of-Way within thirty (30) calendar days after the expiration of all appeal periods for
such denial. The City shall not refund any Unauthorized Facilities charges, unless
Franchisee is successful in an appeal. This Franchise remedy is in addition to any
other remedy available to the City at law or equity.
SECTION 79. ' Grilffiti Abatement, As soon as practical, but not later
than fourteen (14) days from the date Franchisee receives written notice or is
otherwise aware, Franchisee shall remove all graffiti on any of its Small Cell
Facilities in which it is the owner of the pole or structure or on the Small Cells
Facilities themselves attached to a third-pafty pole (e.g., graffiti on the shrouding
protecting the radios). The foregoing shall not relieve Franchisee from complying
with any City graffiti or visual blight ordinance or regulation.
SECTION 20. - Emisslons Repofts.
20.t Franchisee is obligated to comply with all laws relating to allowable presence
of or human exposure to Radiofrequency Radiation ("RFs") or Electromagnetic
Fields ("EMFs") on or off any poles or structures in the Rights-of-Way, including all
applicable FCC standards as now or hereafter adopted, whether such RF or EMF
presence or exposure results from the Small Cell Facility alone or from the
cumulative effect of the Small Cell Facility added to all other sources on or near the
specific pole or structure.
2O.2 Franchisee must provide to the City a copy of the repoft (the "Emissions
Repoft") from a duly qualified engineer analyzing whether RF and EMF emissions at
the proposed Small Cell Facility locations would comply with FCC General Population
standards, Franchisee may provide one standard Emissions Report which certifies
that a standard Small Cell configuration (including power output, elevation of
antennas above ground level, number of antennas) complies with FCC standards for
its entire deployment, provided that the configuration of its Facilities remains
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identical ("Master Emissions Report"). Franchisee shall provide multiple Master
Emissions Reports if it deploys different configurations within the City. All
applications for Small Cells shall certify that the configuration is the same as or
emits less emissions than the design in the standard Emissions Report. If an
installation differs from the standard report as being more intrusive, then
Franchisee will be required to provide a customized Emissions Report for such Small
Cell installation. If not provided earlier as part of a Master Emissions Report,
Franchisee must submit the Emissions Report to the City with the applicable Small
Cell Permit application. Further, following any subsequent modification to a Small
Cell Facility that materially alters the configuration of such Small Cell Facility,
Franchisee shall, at its own cost and expense, perform an RF emissions test
following such modification to validate that the Small Cell Facilities once modified
comply with the FCC standards.
20.3 If the City discovers that the emissions from a Facility exceeds the FCC
standards, then the City may order Franchisee to immediately turn off the Facility
or portion thereof committing the violation, until the emissions exposure is
remedied.
20.4 If Small Cell Facilities have already been installed by the Franchisee or other
entities within the vicinity of a proposed Small Cell Facility, Franchisee shall provide
an Emissions Report for the proposed Facility that includes the cumulative effects of
all of these already existing Facilities.
SECTION 21. - No fnterterenee.
2L.L Interference with Public Facllities. Franchisee's Small Cell Facilities shall not
interfere with any City operations (including, but not limited to, traffic lights, radio
systems, or other City communications infrastructure), or PSERN (or its successor
entity) communications operation or equipment. If the City reasonably determines
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that the Small Cell Facilities cause such interference, Franchisee shall respond to
the City's request to address the source of the interference as soon as practicable,
but in no event later than forty-eight (48) hours of receipt of written notice. The
City may require, by written notice, that Franchisee cease operation of the specific
Small Cell Facilities causing such interference and either modify, remove or relocate
such Small Cell Facilities. If, within ten (10) catendar days after receipt of such
written notice from the City of such interference, Franchisee has not abated such
intefference, such Small Cell Facility may be deemed an Unauthorized Facility and
subject to the provisions of Section 18.
2L.2 Interference with Other Facilities. Franchisee is solely responsible for
determining whether its Small Cell Facilities interfere with telecommunications
facilities of utilities and franchisees existing within the Rights-of-Way prior to
Franchisee's installation. Franchisee shall comply with the rules and regulations of
the Federal Communications Commission regarding radio frequency interference
when siting its Small Cell Facilities within the Franchise Area. Franchisee, in the
performance and exercise of its rights and obligations under this Franchise shall not
physically or technically interfere in any manner with the existence and operation of
any and all existing utilities, sanitary sewers, water mains, storm drains, gas mains,
poles, aerial and underground electrical and telephone wires, electroliers, cable
television, and other telecommunications, utility, or municipal property, without the
express written approval of the owner or owners of the affected property or
propefties.
SECTION 22. - Indemnlficatlon,
22.L General Indemnification. Franchisee shall indemnify, defend, and hold the
city, its officers, officials, boards, commissions, agents, and employees, harmless
from any action or claim for injury, damage, loss, liability, cost or expense,
including coutt and appeal costs and reasonable attorneys' fees or reasonable
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expenses, arising from any casualty or accident to person or property, including,
without limitation, damages in any way arising out of, or by reason of, any
construction, excavation, operation, maintenance, reconstruction, or any other act
done under this Franchise, by or for Franchisee, its agents, or its employees, or by
reason of any neglect or omission of Franchisee. Franchisee shall consult and
cooperate with the City while conducting its defense of the City under this
Franchise. Franchisee shall not be obligated to indemnify the City to the extent of
the City's negligence or willful misconduct.
22.2 Indemnification for Radio Freouency Emissions or Rqdiation. Franchisee shall
also indemnify, defend and hold harmless the City, its officers, employees, agents,
volunteers and representatives from any and all claims, costs, judgments, awards
or liability to any person arising from radio frequency emissions or radiation emitted
from Franchisee's Facilities located in the Rights-of-Way, regardless of whether
Franchisee's equipment complies with applicable federal statutes and/or FCC
regulations related thereto. These indemnification obligations shall extend to claims
that are not reduced to a suit and any claims that may be compromised, with
Franchisee's prior written consent, prior to the culmination of any litigation or the
institution of any litigation.
22.3 Indemnification for Relocation. Franchisee shall defend, indemnify, and hold
the City harmless for any damages, claims, additional costs or reasonable expenses
and attorneys' fees, including contractor construction delay damages, assessed
against or payable by the City and arising out of or resulting from Franchisee's
negligence or willful misconduct contributing to Franchisee's failure to remove,
adjust, or relocate any of its Facilities in the Rights-of-Way in accordance with any
relocation required by the City, provided that Franchisee shall not be liable under
this section in the event Franchisee's failure to remove, adjust or relocate any of its
Facilities is the result of a force majeure event or events beyond the control of
Franchisee.
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22.4 Avoidance.
a. Inspection or acceptance by the City of any work performed by
Franchisee at the time of completion of construction shall not be
grounds for avoidance by Franchisee of any of its obligations under
this Section 22.
b. The fact that Franchisee carries out any activities under this Franchise
through independent contractors shall not constitute an avoidance of
or defense to Franchisee's duty of defense and indemnification under
this subsection.
22.5 Procedures and Defense. If a claim or action arises, the City or any other
indemnified party shall promptly notify Franchisee of such claim or action and
tender the defense of the claim or action to Franchisee, which defense shall be at
Franchisee's expense. The City's failure to so notify and request indemnification
shall not relieve Franchisee of any liability that Franchisee might have, except to
the extent that such failure prejudices Franchisee's ability to defend such claim or
suit. The City may participate in the defense of a claim, but if Franchisee provides a
defense at Franchisee's expense then Franchisee shall not be liable for any
attorneys' fees, expenses, or other costs the City may incur if it chooses to
pafticipate in the defense of a claim, unless and until separate representation as
described in Section 22.6 is required. In that event, the provisions of Section 22.6
shall govern Franchisee's responsibility for City's attorney's fees, expenses, or other
costs. In any event, Franchisee may not agree to any settlement of claims affecting
the City without the City's consent, such consent not to be unreasonable withheld
or delayed.
22.6 Pavment of Fees and Costs.
a. If Franchisee refuses the tender of defense in any suit or any claim, as
required pursuant to the indemnification provisions within this
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Franchise, and said refusal is subsequenfly 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
Franchisee, Franchisee shall pay all of the city's reasonable costs for
defense of the action, including all expert witness fees, costs, and
attorney's fees, and including costs and fees incurred in recovering
under this indemnification provision.
If separate representation to fully protect the interests of both parties
is or becomes necessary, such as a conflict of interest between the
city and the counsel selected by Franchisee to represent the city,
Franchisee shall pay, from the date such separate representation is
required forward, all reasonable expenses incurred by the city in
defending itself with regard to any action, suit, or proceeding subject
to indemnification by Franchisee. Provided, however, that in the event
that such separate representation is or becomes necessary, and the
city desires to hire counsel or any other outside experts or consultants
and desires Franchisee to pay those expenses, then the city shall be
required to obtain Franchisee's consent to the engagement of such
counsel, experts, or consultants, such consent not to be unreasonably
withheld. The city's expenses shall include all reasonable out of pocket
costs and expenses, such as consultants' fees and couft costs, but
shall not include outside attorneys' fees for services that are
unnecessarily duplicative of seruices provided the city by Franchisee,
except in the event of a conflict of interest where such duplication may
be required. Each party agrees to cooperate and to cause its
employees and agents to cooperate with the other pafty in the defense
of any claim or action.
22'7 RCW 4.24.115. Should a coutt of competent jurisdiction determine that
this Franchise is subject to RCW 4.24.115, then, in the event of liability for
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b
damages arising out of bodily injury to persons or damages to property caused by
or resulting from the concurrent negligence of the Franchisee and the City, its
officers, officials, employees, and volunteers, the Franchisee's liability hereunder
shall be only to the extent of the Franchisee's negligence. It is further specifically
and expressly understood that the indemnification provided herein constitutes the
Franchisee's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for
the purposes of this indemnification. This waiver has been mutually negotiated by
the parties. The provisions of this section shall survive the expiration or termination
of this Franchise.
22.8 Assumption of Risk. Notwithstanding any other provisions of this Section 22,
Franchisee assumes the risk of damage to its Facilities located in the Rights-of-Way
and upon City-owned property from activities conducted by the City, its officers,
agents, employees, volunteers, elected and appointed officials, and contractors,
except to the extent any such damage or destruction is caused by or arises from
the sole negligence or the willful or criminal actions of the City, its officers, agents,
employees, volunteers, or elected or appointed officials, or contractors. Franchisee
releases and waives any and all such claims against the City, its officers, agents,
employees, volunteers, or elected or appointed officials, or contractors. Franchisee
further agrees to indemnify, hold harmless and defend the City against any claims
for damages, including, but not limited to, business interruption damages, lost
profits and consequential damages, brought by or under users of Franchisee's
Facilities as the result of any interruption of service due to damage or destruction of
Franchisee'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 gross negligence or any
willful misconduct on the paft of the city, its officers, agents, employees,
volunteers, or elected or appointed officials, or contractors.
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22.9 Survival. The provisions of this Section 22 shall survive the expiration,
revocation, or termination of this Franchise.
SECTION 23. - fnsurance.
23.I Insurance Limits. Franchisee shall maintain in full force and effect at its own
cost and expense each of the following policies of insurance:
a. Commercial General Liability insurance with limits of Five Million
Dollars ($5,000,000.00) per occurrence and Five Million Dollars
($5,000,000.00) general aggregate. Coverage shall be at least as
broad as that provided by the ISO Form or its equivalent and include
severability of interests. Such insurance shall include the City, its
officers, officials and employees as additional insureds as their interest
may appear under this Agreement per ISO Form or its equivalent.
There shall be a waiver of subrogation and rights of recovery against
the City, its officers, officials and employees. Coverage shall apply as
to claims between insureds on the policy, if applicable;
b. Commercial Automobile Liability insurance with combined single limits
of Five Million Dollars ($5,000,000.00) each accident for bodily injury
and property damage with respect to each of Franchisee's owned,
hired and non-owned vehicles assigned to or used in the operation of
the Facilities in the City;
c. Workers' Compensation coverage or qualified self-insurance as
reguired by the Industrial Insurance laws of the State of Washington
and employer's liability with limits of One Million Dollars
($1,000,000.00) each accident/disease/policy limit.
23.2 Deductibles/Certificate of Insurance. Any deductible of the policies shall not
in any way limit Franchisee's liability to the City.
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23.3 EndorsemenfiS. All required liability policies shall:
a. Except workers compensation and employer's liability include The City,
its officers, officials, boards, commissions, and employees, additional
insureds as their interest may appear under this Agreement with
respect to liability arising out of activities performed by Franchisee
under this Franchise or Applicable Law, or in the construction,
operation or repair, or ownership of the Small Cell Facilities;
b. Franchisee's required insurance coverage shall be primary insurance
with respect to the City, its officers, officials, boards, commissions and
employees. Any insurance or self-insurance maintained by the City, its
officers, officials, boards, commissions and employees shall be in
excess of the Franchisee's required insurance and shall not contribute
to it; and
c. Franchisee's required insurance shall apply separately to each insured
against whom a claim is made or lawsuit is brought, except with
respect to the limits of the insurer's liability,
d. Notwithstanding the forgoing, Licensee may, in its sole discretion, self-
insure any of the required insurance under the same terms as required
by this Agreement. In the event Licensee elects to self-insure its
obligation under this Agreement to include Licensor as an additional
insured, the following conditions apply: (1) Licensor shall promptly and
no later than sixty (60) calendar days after notice thereof provide
Licensee with written notice of any claim, demand, lawsuit, or the like
for which it seeks coverage pursuant to this Section and provide
Licensee with copies of any demands, notices, summonses, or legal
papers received in connection with such claim, demand, lawsuit, or the
like; (2) Licensor shall not settle any such claim, demand, lawsuit, or
the like without the prior written consent of Licensee; and (3) Licensor
shall fully cooperate with Licensee in the defense of the claim,
demand, lawsuit, or the like.
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ExteNet Systems, Inc. and City of Kent
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23.4 Acceptability of Insure.rs. The insurance obtained by Franchisee shall be
placed with insurers with a Best's rating of no less than "A minus vll"
23.5 Verification of Cover:age. The Franchisee shall furnish the City with (1)
certificates of insurance and (2) blanket additional insured endorsements. The
certificates and endorsements for each insurance policy are to be signed by an
authorized representative of the insurer, The certificates and endorsements for
each insurance policy are to be on standard forms or such forms as are consistent
with standard industry practices.
23.6 Maintenance of Insurance. Franchisee's maintenance of insurance as
required by this Section 23 shall not be construed to limit the liability of Franchisee
to the coverage provided by such insurance, or otherwise limit the City's recourse
to any remedy available at law or equity. Further, Franchisee's maintenance of
insurance policies required by this Franchise shall not be construed to excuse
unfaithful peformance by Franchisee.
SECTION 24.
Network.
Abandonment of Franchisee's Telecommunications
24.L Where any Facilities or portions of Facilities are no longer needed and their
use is to be discontinued, the Franchisee shall immediately report such Facilities in
writing ("Deactivated Facilities") to the Director. This notification is in addition to
the inventory revisions addressed in Section 7.2. Deactivated Facilities, or portions
thereof, shall be completely removed within ninety (90) days and the site, pole or
infrastructure restored to its pre-existing condition, reasonable wear and tear and
damage by casualty excepted.
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24.2 If Franchisee leases a structure from a landlord and such landlord later
abandons the structure, for example bV building a replacement structure,
Franchisee shall remove or relocate its Facilities as soon as possible but no later
than ninety (90) calendar days of such written notification from the landlord, at no
cost to the City.
24.3 Upon the expiration, termination, or revocation of the rights granted under
this Franchise, Franchisee shall remove all of its Facilities from the Rights-of-Way
within ninety (90) calendar days of receiving written notice from the Director. The
Facilities, in whole or in part, may not be abandoned by Franchisee without written
approval by the City. Any plan for abandonment or removal of Franchisee's
Facilities must be first approved by the Director and all necessary permits must be
obtained prior to such work. Franchisee shall restore the Rights-of-Way to at least
the same condition the Rights-of-Way were in' immediately prior to any such
installation, construction, relocation, maintenance or repair (reasonable wear and
tear and damage by casualty excepted), provided Franchisee shall not be
responsible for any changes to the Rights-of-Way not caused by Franchisee or any
person doing work for Franchisee. Franchisee shall be solely responsible for all costs
associated with removing its Facilities.
24.4 Notwithstanding Section 24.3, the City may permit Franchisee's Facilities to
be abandoned in place in such a manner as the city may prescribe. upon
permanent abandonment, and Franchisee's agreement to transfer ownership of the
Facilities to the City, Franchisee shall submit to the City a proposal and instruments
for transferring ownership to the City.
24.5 Any Facilities which are not removed within one hundred and eighty (180)
calendar days of either the date of termination or revocation of this Franchise or the
date the City issued a permit authorizing removal, whichever is later, shall
automatically become the property of the City. Any costs incurred by the City in
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ExteNet Systems, Inc. and City of Kent
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safeguarding such Facilities or removing the Facilities shall be reimbursed by
Franchisee. Nothing contained within this Section 24.5 shall prevent the City from
compelling Franchisee to remove any such Facilities through judicial action when
the City has not permitted Franchisee to abandon these Facilities in place,
24.6 The provisions of this Section 24 shall survive the expiration, revocation, or
termination of this Franchise and for so long as Franchisee has Facilities in Rights-
of-Way.
SECTION 25, - Bonds.
25.L Construction Guarantee. As a condition of performing work in the Right-of-
Way, the timely, complete, and faithful performance of all construction work in the
Right-of-Way shall be guaranteed in an amount equal to one hundred twenty-five
percent (125o/o) of the cost estimate (prepared by a licensed contractor,
professional engineer, or architect) of the construction work. The guarantee may be
by pefformance bond or irrevocable letter of credit. If Franchisee, in the sole
judgment of the City, has a history of corrections or defaults, Franchisee must
provide the full guarantee by assignment of funds. These funds shall guarantee the
following: (1) timely completion of construction, (2) construction in compliance with
all applicable plans, permits, technical codes, and standards; (3) proper location of
the Facilities as specified by the City; (4) restoration of the Rights-of-Way and
other City properties affected by the construction; (5) submission of as-built
drawings after completion of construction; and (6) timely payment and satisfaction
of all claims, demands, or liens for labor, materials, or services provided in
connection with the work that could be assefted against the City or City property.
The guarantee must remain in full force until the completion of construction,
including final inspection, corrections, and final approval of the work, recording of
all easements, provision of as-built drawings, and the posting of a maintenance
bond as described in Section 25.2. Compliance with the performance guarantee
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ExteNet Systems, Inc. and City of Kent
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requirement of the City's current Design and Construction Standards shall satisfy
the provisions of this Section 25.1.
25.2 Maintenance Bond. Maintenance and the successful operation of the Right-
of-Way improvements shall be bonded for a period of at least two (2) years (or
other period as required by Kent City Code) from the date of final construction
approval. The bond shall be in an amount to be determined by the City. The
minimum maintenance guarantee shall be Five Thousand Dollars ($5,000.00) or
twenty percent (20Vo) of the original peformance construction guarantee as
described in Section 25.L, whichever is greater, At six (6)-month intervals during
this maintenance period, the City will inspect the improvements and identify to
Franchisee any noted deflciencies. Franchisee will have thirty (30) days to correct
any deficiencies. The satisfactory correction of the work may commence a new two
(2)-year maintenance period for the improvements as corrected, as determined by
the City. The City will initiate collection against the financial guarantee if
deficiencies are not satisfactorily addressed by the end of the thirty (30)-day
response period. Compliance with the maintenance guarantee requirement of the
City's current Design and Construction Standards shall satisfy the provisions of this
Section 25.2.
Original financial guarantee amounts described in Section 25.1 and this Section
25.2 above may be reduced one time only prior to the maintenance period, at the
discretion of the City. If an extension to any associated permits are granted, the
financial guarantees may be increased based on an updated engineer's cost
estimate or as determined by the City. Financial guarantees will be fully released
only after all final punch list items are accomplished, final construction approval,
and the elapse of the two (2)-year maintenance guarantee period with all corrective
actions complete and accepted by the City.
25.3 Franchise Bond. Franchisee shall provide the City with a bond in the amount
of Twenty-Five Thousand Dollars ($25,000.00) ("Franchise Bondt running or
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ExteNet Systems, Inc. and City of Kent
2O2O Franchise Agreement
renewable for the term of this Franchise, in a form and substance reasonably
acceptable to the City. If Franchisee fails to substantially comply with any one or
more of the provisions of this Franchise, following written notice and a reasonable
oppoftunity to cure, then there shall be recovered jointly and severally from
Franchisee and the bond any actual damages suffered by the City as a result
thereof, including but not limited to staff time, material and equipment costs,
compensation or indemnification of third parties, and the cost of removal or
abandonment of Facilities. Franchisee specifically agrees that its failure to comply
with the terms of this Section 25 shall constitute a material breach of this
Franchise, subject to the notice and cure provisions of Section 28. Franchisee
fufther agrees to replenish the Franchise Bond within fourteen (14) calendar days
after written notice from the City that there is a deficiency in the amount of the
Franchise Bond. The amount of the Franchise Bond shall not be construed to limit
Franchisee's liability or to limit the City's recourse to any remedy to which the City
is otherwise entitled at law or in equity.
25.4 Form of Bonds. All bonds provided to the City under this Section 25 shall be
on a form provided by the City and with sureties registered with the Washington
State Insurance Commissioner or other financial institutions acceptable to the City.
SECTION 26-. - Modlficatlott. The City and Franchisee 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 27. ' Revocation. If Franchisee willfully violates or fails to
comply with any material provisions of this Franchise, then at the election of the
City Council after at least thirty (30) calendar days written notice to Franchisee
specifying the alleged violation or failure, or such extended periods as may be
required beyond the thirty (30) day cure period to cure any violation if the nature
of the cure is such that it reasonably requires more than thirty (30) days to cure,
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ExteNet Systems, Inc. and City of Kent
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the City may revoke all rights conferred and this Franchise may be revoked by the
City Council after a hearing held upon such notice to Franchisee. Such hearing shall
be open to the public and Franchisee and other interested pafties may offer written
and/or oral evidence explaining or mitigating such alleged noncompliance. Within
thirty (30) calendar days after the hearing, the City Council, on the basis of the
record, will make the determination as to whether there is cause for revocation,
whether the Franchise will be terminated, or whether lesser sanctions should
otherwise be imposed. The City Council may in its sole discretion fix an additional
time period to cure violations, If the deficiency has not been cured at the expiration
of any additional time period or if the City Council does not grant any additional
period, the City Council may by resolution declare the Franchise to be revoked and
forfeited or impose lesser sanctions. If Franchisee appeals revocation and
termination, such revocation may be held in abeyance pending judicial review by a
court of competent jurisdiction, provided Franchisee is otherwise in compliance with
the Franchise.
SECTION 28, - Remadies to Enforce Compliancg.,
28.L The City may elect, without any prejudice to any of its other legal rights and
remedies, to obtain an order from the superior court having jurisdiction compelling
Franchisee to comply with the provisions of the Franchise and to recover damages
and costs incurred by the City by reason of Franchisee's failure to comply. In
addition to any other remedy provided herein, the City reserves the right to pursue
any remedy to compel or force Franchisee 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 foffeiture or revocation for
breach of the conditions herein. Provided, further, that by entering into this
Franchise, it is not the intention of the City or Franchisee to waive any other rights,
remedies, or obligations as otherwise provided by law equity, or otherwise, and
nothing contained here shall be deemed or construed to effect any such waiver.
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ExteNet Systems, Inc. and City of Kent
2O2O Franchise Agreement
28.2 If Franchisee shall violate, or fail to comply with any of the provisions of this
Franchise, or should it fail to heed or comply with any notice given to Franchisee
under the provisions of this Franchise, the City shall provide Franchisee with written
notice specifying with reasonable particularity the nature of any such breach and
Franchisee shall undertake all commercially reasonable efforts to cure such breach
within thirty (30) calendar days of receipt of notification. If the parties reasonably
determine the breach cannot be cured within (30) thirty days, the City may specify
a longer cure period, and condition the extension of time on Franchisee's submittal
of a plan to cure the breach within the specified period, commencement of work
within the original thirty (30) day cure period, and diligent prosecution of the work
to completion. If the breach is not cured within the specified time, or Franchisee
does not comply with the specified conditions, the City may, at its sole discretion,
(1) revoke this Franchise with no further notification , or (2) claim damages of Two
Hundred Fifty Dollars ($250.00) per day against the Franchise Bond set fofth in
Section 25.3, or (3) pursue other remedies as described in this Section 28.
Liquidated damages described in this Section 28.2 shall not be offset against any
sums due to the city as a tax or reimbursement pursuant to section 15.6.
SECTXON 29. - Non-Walver. The failure of the City to insist upon strict
performance of any of the covenants and agreements of this Franchise or to
exercise any option herein conferred in any one or more instances, shall not be
construed to be a waiver or relinquishment of any such covenants, agreements or
option or any other covenants, agreements or option,
ECTION 30. - Palice Powers and Citv Or4inancas. Nothing herein shall
be deemed to restrict the City's ability to adopt and enforce all necessary and
appropriate ordinances regulating the pefformance of the conditions of this
Franchise, including any valid ordinance 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
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ExteNet Systems, Inc. and City of Kent
2020 Franch ise Agreement
the authority at all times to reasonably control by appropriate regulations the
location, elevation, manner of construction and maintenance of Facilities by
Franchisee, and Franchisee shall promptly conform with all such regulations unless
compliance would cause Franchisee to violate other requirements of law. In the
event of a conflict between the provisions of this Franchise and any other generally
applicable ordinance(s) enacted under the City's police power authority, such other
ordinances(s) shall take precedence over the provisions set forth herein.
SECTION 37. - Cost of Publication The cost of publication of this
Franchise shall be borne by Franchisee.
ECTION 32. - Acceptance. Franchisee shall execute and return to the
City its execution and acceptance of this Franchise in the form attached hereto as
Exhibit B. In addition, Franchisee shall submit proof of insurance obtained and
additional insured endorsement pursuant to Section 23, any Construction
Guarantee, if applicable, pursuant to Section 25.1 and the Franchise Bond required
pursuant to Section 25.3. The administrative fee pursuant to Section 15.1 is due
wlthin thirty (30) days of receipt of the invoice from the City.
SECTION 33, - Suliu,ql, All of the provisions, conditions, and
requirements of section 5, section 6, section 8, section 13, section zz, and
Section 24 of this Franchise shall be in addition to any and all other obligations and
liabilities Franchisee may have to the city at common law, by statute, or by
contract, and shall survive the City's Franchise to Franchisee for the use of the
Franchise Area, and any renewals or extensions thereof. 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 Franchisee and all privileges, as well as all obligations and liabilities
of Franchisee shall inure to its heirs, successors and assigns equally as if they were
specifically mentioned where Franchisee is named herein.
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ExteNet Systems, Inc. and City of Kent
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ECTION AL - Assianment.
34.L This Franchise may not be directly or indirectly assigned, transferred, or
disposed of by sale, lease, merger, consolidation or other act of Franchisee, by
operation of law or otherwise, unless approved in writing by the City, which
approval shall not be unreasonably withheld, conditioned or delayed. The above
notwithstanding, Franchisee may freely assign this Franchise in whole or in part to
a parent, subsidiary, or affiliated entity or for collateral security purposes.
Franchisee shall provide prompt, written notice to the City of any such assignment.
In the case of transfer or assignment as security by mortgage or other security
instrument in whole or in part to secure indebtedness, such consent shall not be
required unless and until the secured party elects to realize upon the collateral. For
purposes of this Section 34, no assignment or transfer of this Franchise shall be
deemed to occur based on the public trading of Franchisee's stock; provided,
however, any tender offer, merger, or similar transaction resulting in a change of
control shall be subject to the provisions of this Franchise.
Any transactions which singularly or collectively result in a change of fifty percent
(50o/o) or more of the ownership or working control (for example, management of
Franchisee or its Telecommunications facilities) of the Franchisee or of the
ownership or working control of the Franchisee's Telecommunications facilities
within the City, or of the ownership or working control having ownership or working
control of the Franchisee or of the Franchisee's Telecommunications facilities within
the City, or of control of the capacity or bandwidth of the Franchisee's
Telecommunication facilities within the City, shall be considered an assignment or
transfer requiring notice to the City pursuant to this Franchise. Such transactions
between affiliated entities are not exempt from notice requirements. A Franchisee
shall notify the City of any proposed change in, or transfer of, or acquisition by any
other party of control of a Franchisee within sixty (60) days following the closing of
the transaction.
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ExteNet Systems, Inc. and City of Kent
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34.2 Franchisee's obligation to remain fully responsible for compliance with the
terms under this Section 34 shall survive the expiration of this Franchise but only if
and to the extent and for so long as Franchisee is still the owner or has exclusive
control over the Facilities used by a third pafty.
SECTION 35. - Extension. If this Franchise expires without renewal, the
City may, subject to applicable law either allow Franchisee to maintain and operate
its Facilities on a month-to-month basis, provided that Franchisee maintains
insurance for such Facilities during such period and continues to comply with thls
Franchise; or order the removal of any and all Facilities at Franchisee's sole cost
and expense consistent with Section 24.3.
SECTION 36. - Entire Aareement, 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 pafties upon execution of this Franchise.
ECTION 37. - Eminent Domaln. The existence of this Franchise shall not
preclude the City from acquiring by condemnation in accordance with applicable
law, all or a portion of the Franchisee's Facilities for the fair market value thereof.
In determining the value of such Facilities, no value shall be attributed to the right
to occupy the area conferred by this Franchise.
SECTION 38. - Vacation, If at any time the City, by ordinance, vacates all
or any pottion of the area affected by this Franchise, the City shall not be liable for
any damages or loss to the Franchisee by reason of such vacation. The City shall
notify the Franchisee in writing not less than sixty (60) calendar days before
vacating all or any portion of any such area. The City may, after sixty (60) calendar
ExteNet Systems, Inc. and ,,r;:Ffr::,
2020 Franchise Agreement
days'written notice to the Franchisee, terminate this Franchise with respect to such
vacated area.
ECTION 39. - Notice, Any Notice or information required or permitted to
be given to the parties under this Franchise agreement may be sent to the following
addresses unless otherwise specified :
ECTION 40. - Severability. If any section, sentence, clause or phrase of
this Franchise should be held to be invalid or unconstitutional by a couft of
competent jurisdiction, such invalidity or unconstitutionality shall not affect the
validity or constitutionality of any other section, sentence, clause or phrase of this
Franchise unless such invalidity or unconstitutionality materially alters the rights,
privileges, duties, or obligations hereunder, in which event either party may request
renegotiation of those remaining terms of this Franchise materially affected by such
court's ruling.
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ExteNet Systems, Inc. and City of Kent
2O2O Fra nch ise Ag reement
If to Franchisee (including
invoices):
EXTENET SYSTEMS, INC
Attn: CFO
3030 Warrenville Road, Suite 34
Lisle, Illinois 60532
With copy to General Counsel & COO at
same address
Copy email to
NOTICE@extenetsystem s.com
If to City:
CITY OF KENT
Attn: City Clerk
220 Fourth Avenue South
Kent, WA 98032
ECTION 47. - Compllance wlth All Aonllcablc Laws. Franchisee agrees
to comply with all present and future federal, state and local laws, ordinances, rules
and regulations, except to the extent that the Franchisee has a vested right in
accordance with the vested rights doctrine under Washington case law or as
codified at RCW L9.27.095. This Franchise is subject to ordinances of general
applicability enacted pursuant to the City's police powers. Franchisee shall, at its
own expense, maintain its Facilities in a safe condition, in good repair and in a
manner suitable to the City. Additionally, Franchisee shall keep its Facilities free of
debris and anything of a dangerous, noxious or offensive nature or which would
create a hazard or undue vibration, heat, noise or any intefference with City
services. City reserves the right at any time to amend this Franchise to conform to
any hereafter enacted, amended, or adopted federal or state statute or regulation
relating to the public health, safety, and welfare, or relating to roadway regulation,
or a City ordinance enacted pursuant to such federal or state statute or regulation
upon providing Franchisee with thirty (30) calendar days written notice of its action
setting forth the full text of the amendment and identifying the statute, regulation,
or ordinance requiring the amendment. This amendment shall become
automatically effective upon expiration of the notice period unless, before
expiration of that period, Franchisee makes a written request for negotiations over
the terms of the amendment. If the parties do not reach agreement as to the terms
of the amendment within thirty (30) days of the call for negotiations, City may
enact the proposed amendment, by incorporating Franchisee's concerns to the
maximum extent City deems possible.
SECTIAN 42. - Att,orners' Fees. If a suit or other action is instituted in
connection with any controversy arising out of this Franchise, each party shall pay
all its legal costs and attorney fees incurred in defending or bringing such claim or
lawsuit, including all appeals, in addition to any other recovery or award provided
by law; except that nothing in this section shall be construed to limit the City's right
to indemnification under Section 22of this Franchise.
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
SECTION 43. - Hazardous Suhstances, Franchisee shall not introduce or
use any hazardous substances (chemical or waste), in violation of any applicable
law or regulation, nor shall Franchisee allow any of its agents, contractors or any
person under its control to do the same. Franchisee will be solely responsible for
and will defend, indemnify and hold the City, its officers, officials, employees,
agents and volunteers harmless from and against any and all claims, costs and
llabilities including reasonable attorneys' fees and costs, arising out of or in
connection with the cleanup or restoration of the property associated with
Franchisee's use, storage, or disposal of hazardous substances, whether or not
intentional, and the use, storage or disposal of such substances by Franchiseet
agents, contractors or other persons acting under Franchisee's control, whether or
not intentional.
SECTION 44. - Licenses Fees and Taxes. Prior to constructing any
improvements, Franchisee shall obtain a business or utility license from the City.
Franchisee shall pay promptly and before they become delinquent, all taxes on
personal propefty and improvements owned or placed by Franchisee and shall pay
all license fees and public utility charges relating to the conduct of its business,
shall pay for all permits, licenses and zoning approvals, shall pay any other
applicable tax unless documentation of exemption is provided to the City and shall
pay utility taxes and license fees imposed by the City.
SECTION 45, - Mlscellaneous.
45.L City and Franchisee respectively represent that its signatory is duly
authorized and has full right, power and authority to execute this Franchise.
45.2 This Franchise shall be construed in accordance with the laws of the State of
Washington. Venue for any dispute related to this Franchise shall be the United
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
States District Court for the Western District of Washington, or King County
Superior Court, without waiver of any right to removal.
45.3 Section captions and headings are intended solely to facilitate the reading
thereof. Such captions and headings shall not affect the meaning or, interpretation
of the text herein.
45.4 Where the context so requires, the singular shall include the plural and the
plural includes the singular.
45.5 Franchisee shall be responsible for obtaining all other necessary approvals,
authorizations and agreements from any party or entity and it is acknowledged and
agreed that the City is making no representation, warranty or covenant whether
any of the foregoing approvals, authorizations or agreements are required or have
been obtained by Franchisee by any person or entity.
45.6 This Franchise may be enforced at both law and equity.
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ExteNet Systems, Inc. and City of Kent
2020 Franchise Agreement
IN WITNESS WHEREOF, this Franchise is signed in the name of the city of
Kent, Washington this day of 2020.
ATTEST:CITY OF KENT, WASHINGTON:
City Clerk Mayor
APPROVED AS TO FORM
City Attorney
Accepted and approved this A day of fuf tf , zozo.
ATTEST EXTENET SYSTEMS, INC
(/--rt42/4/
/l fti. G€lrc(ae couryrEC
Notary
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ExteNet Systems, Inc. and City of Kent
2020 Franch ise Agreement
11th September
EXHIBIT A
STATEM ENT OF ACCEPTANCE
EXTENET SYSTEMS, INC., a Delaware corporation, ("ExteNet") for itself, its
successors and assigns, accepts and agrees to be bound by all lawful terms,
conditions and provisions of the Franchise attached and incorporated by this
reference. ExteNet declares that it has carefully read the terms and conditions of
this Franchise and unconditionally accepts all of the terms and conditions of the
Franchise and agrees to abide by such terms and conditions. ExteNet has relied
upon its own investigation of all relevant facts and it has not been induced to
accept this Franchise and it accepts all reasonable risks related to the
interpretation of this Franchise.
ExteNet Systems, Inc., a Delaware corporation
)/ts ?,4?o
(
By
Name:
Title:
Date
I
5 6 cau L
COVERAGES
CERTIFICATE OF LIABILITY INSURANCE
CERTIFICATE NUMBER: 1 85629777 4 REVISION NUMBER
DATE (MM/OD/YYYY)
7113t2020
MATTER
CERTIFICATE AFFIRMATIVELY
tsTH ERTIFICAc tsTE UEtss ASD A OF INFORMA TION YONL DAN RSCONFE RIGHTSNO NUPO ETH ERTIFICATEc THHOLDER.rs
ESDO NOT o NEGAR LTIVEY NEXTE ORD TERAL THEAMEND,COVERAG AFFORDEDE THEBY POLICI EScTHISLOWBEOFERTIFICATEINSURANCEDOEScoNNOTASTITUTEcONTRACTTHEBETWEENUIISSuNUREtNsAUTHORIZEDR(s),PRESENTRE TIVEA POR RODUCE DAN cTHE TEERTIFICA HOR,LDER.
lf SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certain policies may require an
IMPORTANT: lf the certificate holder is an AD URED, the policy(ies) must ADDITIONAL INSURED ons or be endorsed
endorsement. A statement onthis certificate does not confer riqhts to the certificate h older in lieu of such
CONTAGT . .NAME: MeaganRlcnenberger
com
INSURER(S) AFFORDING COVERAGE NAIC #
PRODUCER
lMA, lnc. - Dallas Division
6200 LBJ Freeway
Suite 200
Dallas TX 75240
TNSURERA: Valley Forge lnsurance Co 20508
rNsuRER B; National Fire lns. Company of Hartford 20478
rNsuRER c ; Continental lnsurance CompanV 3528S
rNsuRER D : Markel American lnsurance companv 28932
rNsuRER E: American Casualty Co. of Readinq, PA 20427
ExteNet Systems lnc; ExteNet Systems (California),
LLC; ExteNet Systems New York lnc; ExteNet Systems
(Virginia) - 3030 Warrenville Rd., 3rd FL
Lisle lL 60532
INSURED EXTESYS
INSURER F:
MAY PERTAIN
ISTHIS CERTITO THAFY THET OFPOLICIES NSURANCE STEDLI HAVEBELOW tssBEEN TOUED INSUREDTHE EDNAM FORABOVE ETH CYPOLI PERIODANDINNOTWITHSTANYGDICAINTED.UIREMENTREQ ORTERM OFCONDITION CONTRACTANY OTHOR ER DOCUMENT RESPWITH TOECT THISWHICHERTIFIUTECABEINTHEISSORUEDMAYAFFORDSURANCEBYEDPOLICTHEESRIDESCHERBEDINEstsBJECTUTOALLETHTERMS,SIONEXCLU ANDS DITIONScoN Fo SUCH POLICIES SHOWNLIMITS HAVEMAY BEEN REDUCED PAIBY CLAID MS.
TYPE OF INSURANCE LIMITS
X EACH OCCURRENCE 1
1
MED EXP one 1
PERSONAL & ADV INJURY I 000
GENERAL AGGREGATE 000
PRODUCTS - COMP/OP AGG 000
COMMERCIAL GENERAL LIABILITY
GEN'L AGGREGATE LIMIT APPLIES PER:
X
X
X LOCPRO-
JECT
CLAIIVS-MADE OCCUR
POLICY
ER:
Y Y 4013130714 11212020 1t2t2021
$
$ 1,000,000
BODILY INJURY (Per person)$
BODILY INJURY (Per accident)$
X X $
B AUTOMOBILE LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
Y Y 40'13130681 11212020 112t2021
$
X X EACH OCCURRENCE $000
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAII/S-IVIADE AGGREGATE $ 25,000
c
X
Y Y 6056871 852 1t2t2020 '11212021
E.L. EACH $1
E,L. DISEASE $1
E
E
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
N
tf describe under
EMPLOYERS' LIABILITY
COMPENSATION
N/A
6056871821
6056871 849
112t2020
11212020
1t2t2021
1t2t2021
E.L. DISEASE $1
D NETWORK ASSETS MKLM5tM0051560 11212A20 'U2t2021 LIMIT $50,000,000
TE HOLDER CANCELLATION
o 1988-2015 ACORD CORPORATTON. All rights reseryed
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.City of Kent
Attn: City Clerk
220 Fourth Avenue South
Kent WA 98032
I //4
AUTHORIZED REPRESENTATIVE
ACORD 2s (2016t031 The ACORD name and logo are registered marks of AGORD
CT{A CNA PARAMOUNT
Blanket Additional Insured - Owners, Lessees or
Contractors - with Products-Gompleted
Operations Goverage Endorsement
This endorsement modifies insurance provided under the following:
COMMERCIAL GENEML LIABILIW COI/ERAGE PART
It is understood and agreed as follows:
l. The WHO lS AN INSURED section is amended to add as an lnsured any person or organization whom the Named
lnsured is required by written contract to add as an additional insured on this coverage part, including any such
person or organizalion, if any, specifically set forth on the Schedule altachment to this endorsement. However, such
person or organization is an lnsured only with respect to such person or organization's liability for:
A. unless paragraph B, below applies,
1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts
or omissions by or on behalf of the Named lnsured and in the performance of such Named lnsured's
ongoing operations as specified in such written contract; or
2' bodily injury or property damage caused in whole or in part by your work and included in the products-
completed operations hazard, and only if
a. the written contract requires the Named lnsured to provide the additional insured such coverage; and
b. this coverage part provides such coverage.
B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such
written contract, but only lf:
1. this coverage part provides coverage for bodily injury or property damage included within the products
completed operations hazard; and
2. the written contract speciflcally requires the Named lnsured to provide additional insured coverage under
the 11-85or10-01 editionof CG2010orthe 10-01 editionof CG2037.
ll. Subject always to the terms and conditions of this policy, including the limits of insurance, the lnsurer will not provide
such additional insured with:
A. coverage broader than required by the written contract; or
B. a higher limit of insurance than required by the written contract.
lll' The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property
damage, or porsonal and advertising injury arising out of:
A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services,
including:
1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,
field orders, change orders or drawings and specifications; and
2. supervisory, inspection, architectural or engineering activities; or
B. any premises or work for which the additional insured is specifically listed as an additional insured on another
endorsement attached to this coverage part.
lV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL L|ABILITY CONDITIONS,
the Condition entitled Other lnsurance, this insurance is excess of all other insurance available to the additional
insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written
cNA75079XX (1-15)
Page 1 of 2
Policy
Endorsement
No: 4013130714
No: IThe Continental Insurance Co.
lnsured Name: EXTENEI SYSTEMS, TNC.
Copytighl CNA All Rlghts R6wed, lncludeB dpyrlghled mte.lal ol lnru€rce Ssryke$ Olfi@, lnc., with lts p6r&dn,
=
CNA CNA PARAMOUNT
Blanket Additional lnsured - Owners, Lessees or
Gontractors - with Products-Completed
Operations Goverage Endorsement
contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to
lnsurance on which the additional ittsuterl is a rranled ltrsuled.
V. Solely wilh respect to the insurance granted by this endorsement, the seetion entitled COMMERCIAL GENERAL
LIABILITY CONDITIONS is amended as follows:
The eondition entitled Duties ln The Event of Occurrence, Offense, Glaim or Suit is amended with the addition
of the following:
Any addltlonal lnsured pursuant to this endorsement will as soon as practicable.
L givc tho lnouror wrltton notloo of ony claim, or any occurrencg ()r offctrrt wirich nray tesult in a claim;
2. except as provided in Paragraph lV. of this endorsement, agree to make available any other insurance the
additional insured has for any loss covered under this coverage part;
3. send the lnsurer copies of all legal papers received, and otherwise cooperate with the lnsurer in the
investigation, defense, or settlement of the claim; and
4. tender lhe defense and indemnity of any claim to any other insurer or self insurer whose policy or program
oyyiioo i, " ;--- li,;t ii,; ir,sur;;-;;;;;; ;;J;; ihi: c;;ai;g; p:;t. ii;w:';:i, ;f lh:
""'i::t3:
:3:tf3:: ::qx::33
this insurance to be primary and non-contributory, this paragraph (4) does not apply lo insurance on which
.L^ ^rf ;ri^^^l i^^,."^i i- - ^-,$^d i^-',r6i
The lnsurer has no duty to defend or indemnify an additional insured under this endorsement until the lnsurer
receives wrilten notice of a claim from the additional insured.
Vl. Solely with respect to the insurance granted by lhis endorsement, the section entitled DEFINITIONS is amended to
add the following definition:
Written contract means a written contract or written agreemenl that requires the Named lnsured to make a person
or organization an additional insured on this coverage part, provided the contract or agreement:
A. is currently in etfect or becomes effective during the term of this policy; and
D. WaS CXeUUICU prur r9.
1, the bodily injury or property damage; or
2. the offense that caused the personal and advertising injury
for which the additional insured seeks coverage.
Any coverage granted by this endorsement shall apply solely to the extent permissible by law.
All other terms and conditions of the Policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the Policy issued by the designated lnsurers,
on the effective date of said Policy at the hour stated in said Policy, unless another effective daie is shown
with said
takes effect
below, and
cNA75079XX (1-15)
Page 2 ol 2
?he ConLinental rnsurance Co.
lnsured Name: EXTENET sYsrEMS, rNc,
Endorsement
No:
No:
Policy 40131307 1 4
I
Copyr;ght CM All Righb R€erved. Includes @pyrighlsd material of lnsurarce SsrukFs Offi@. lnc., with its psmi$i@.
CNA CNA PARAMOUNT
Gontractors' General Liability Extension Endorsement
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART
as follows. lf any other endorsement attached to this policy amends any provision also amended by this endorsement,
then that other endorsement conlrols with respect to such provision, and the changes made by this endorsement with
respect to such provision do not apply.
TABLE OF CONTENTS
l. Addltlonal lnsursdc
2, Addlllonal lnsured - Primary And Non-Contrlbutory To Addltlonai lnsurod'r lnsurance
3. Bodlly lnjury - Expanded Detinltion
4. Broad Knowledgo ot Occurrence/ Notlce of Occurrenco
5. Broad Named lnsured
6. Broadened Liability Covorage For Damage To Your Product And Your Work
7. Contractoaltlablllty.Rallroads
8. Elecironlc Data Liabllity
9. Estal€s, Legal Representatives and Spouses
10. Expected Or lntended lnjury - Excsption for Reasonable Force
11. General Aggrqgato Llmlts of lnrurance - Psr ProJocl
12. ln Rem Actions
{3, lncidental Health Care Malpractice Coverage
14. Joint Ventures/Partnership/Limited Liability Companies
15, Legal Liability - Damage To Premises / Alienated Premises / Property ln The Named lnsured's Care,
Custody or Control
16. Liquor Liability
17, Medical Payments
18. Non.owned Aircraft Coverage
19. Non.owned Watercraft
20. Personal And Advertising lnjury - Discrimination or Humiliation
21. Personal And Advortising lnjury - Contractual Liability
22, Prcpefty Damage . Elevators
23. Supplementary Paymenig
24, Unlntentional Fallure To Disclose Hazards
25. W:lver of Suhregatlon - Blsnkel
26. Wrap-Up Extension: OCIP CCIP, or Consolidated (Wrap-Up) lnsurance Programs
-
-
cNA74705XX (1-15)
Page 1 of 17
Policy No:
Endorsement No:
40r.3130714
5
The Continental- Insurance Co.
lnsured Name: EXTENET gYs?EMS, rNc.
Copyright CNA All Rlghts Rserued. lnclud€s @pydghted malerlal ot lnsuEme s€ryices Offie, lnc, with [s peni8st@,
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
AODITIONAL INSUREDS
a. WHO lS AN INSURED is amended to inchde as an lnsured any person or organization described in paragraphs
A, through H. below whom a Named lnsured is required to add as an additional insured on this Coverage Part
undor a written conhact oI written agrs€ment, provided such contract or agreement:
t'|, ls cutren(y lil eileot ot ueuuiltes elreuuve uuililg tilc tcilil ur illls guvstdgc rdrl, dltu
,t\ ,^,^a ^v^^,,r6d ^ri^r 1^.lA, Yvo.r
(a) the bodily injury or property damage; or
(b) the otlurse tlraI uauscd ilte puruuttul arlcl adveltisillg illjury,
for which such additional insured seeks coverage.
b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the lnsurer
will not provide such additional insured with:
(1) a higher limit of insurance than required by such conkact or agreement; or
(2) cuverage Lloadur llrart requit'ed by such contlact or agleenlent, and in no event broadcr than that described
by the applicable paragraph A. through H. below.
A^r, ^^\,ar.^6 d".hr-d hU thi.6nd^rc6hanr chall annlrr ^nhr r^ lh6 aytanl ncrmissihle hv l3tlv.^,rJ evverqvw t,rq,'(cv w-y r s,,q,, qPP,.t
A. Controllinglnt€rest
Any person or organization with a controlling inlerest in a Named lnsured, but only with respect to such person or
organization's liability for bodlly inJury, property damage or personal and advertising injury arising out of:
1. such person or organization's flnancial control of a Named lnsured; or
2. premises such person or organization owns, maintains or controls while a Named lnsured leases or
occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new conslruction or
demolition operations performed by, on behalf ol or for such additional insured.
B. Co"ownor of lnsurad PromiEos
A co-owner of a premises co-owned by a Named lnsured and covered under this insurance but only with respect
tn cil^h ^A-Arrrn6r'. lirhililv fnr ha.lllv inirrru nrdnertv.lemade or narsonal and adverlisind iniurv 2s co-owner
of such premises.
G. Lessor ol Equlpment
Any person or organization from whom a lrlamed lnsur€d leases equipmeni, but only with respect to liability for
bodlly lnlury, proporty damage or porsonal and advortlslng lnJury caused, in wnole or rn pan, by the Named
lnsured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such
bodlly lnJury, prop€rty damage or the offense giving rise to such personal and advertising injury takes place
prior to the terminalion of such l€ase.
D. Lsssor of Land
Any person or organization from whom a Named lnsured leases land but only with respect to liability for bodily
injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use
of such land, provided that the occurrence giving rise to such bodlly injury, property damage or the offense
givlng rise to such personal and advertlsing lnjury takes place prior to the termination of such lease. The
CNA74705XX (1-1 5) Policy No: 4 01 1r 3 0 7 1 4
Page2ol 17 Endorsemenl No: 5
The Coltinental rn:iurance Co.
lnsured Name: EXTEIiET sYSTEt"ls, TNC,
Copyr;ghtCNnAllRiqhtsRserued. lnclud$copFightedmaterialoflnsurflnceServicesOltics.lne.,withitspemi$im.
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
coverage granted by his paragraph does not apply to structural alterations, new construction or demolition
operations performed by, on behalf of, or for such additional insured.
E, LsssorofPromtsos
An ownor or lessor of premises leased lo the Named lnsured, or such owner or lessor's real estate manager, but
only with rospect to liability for bodlly lnjury, property damage or personal and advertising injury arising out of
the ownership, maintenance or uso of such part of the premises leased to the Named lnsured, and provided that
lhe occunencs giving rise to such bodlly lnjury or proporty damage, or the offense giving rise to such personal
and adverllslng lnJury, takes place prior to the termlnalion of such lease. The coverage granted by this
paragraph does not apply to slructural alterations, new construction or demolition operations performed by, on
behalf of, or for such additional insured.
F. Mortgsgeo, Agslgnoo or Rgcoiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's
liability for bodlly lnjury, property damage or porsonal and advertising injury arising out of the Named
lnsured's ownership, maintenance, or use of a premises by a Named lnsured.
The coverage gtanted by this paragraph does not apply to structural alterations, new construction or demolition
operatlons performed by, on behalfof, or for such additional insured.
G. $tato or Governmenlal Agoncy or Subdlvlslon or Political Subdlvlsions - Pormitt
A state or governmental agency or subdivision or political subdivision that has issued a permit or authorizalion but
only with respect to such state or govemmental agency or subdivision or political subdivision's liability for bodlly
lnJury, property damage or personal and advertlslng lnjury arising out of:
1. the following hazards in connection with premises a Named lnsured owns, rents, or controls and to which
this insurance applies:
a. the existence, maintenance, repair, construction, erection, or removal of advertising signs,
canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings,
vaults, street banners, or decorations and similar exposures; or
b, the construction, erection, or removal of elevators; or
c. the ownership, maintenance or use of any elevators covered by this insurance; or
2. the pormitted or authorized operations performed by a Named lnsured or on a Named lnsured's behalf.
The coverage granted by this paragraph does not apply to:
a. Bodlly injury, property damage or personal and advertising injury arising out of operations performed
for the state or governmental agency or subdivision or political subdivision; or
b, Bodily injury or property damage included within the products-completed operations hazard.
With respect to this provision's requirement that additional insured status must be requested under a written
contract or agreement, the lnsurer will keat as a written contract any governmental permit that requires the
Named lnsured to add the governmental entity as an additional insured.
H, Tr6de Show Eveni Le$or
l. With respect to a Named lnsured's participation in a trade show event as an exhibilor, presenter or displayer,
any person or organization whom the Namod lnsurod is required to include as an additional insured, but only
with lespect to such person or organization's liability for bodlly injury, property damage or personal and
edvortlslng lnJury caused by:
CNA74705XX (1-15) Policy No: 4013130?14
Page 3 of 17 Endorsement No: 5
The Continent.al Insurance Co.
lnsured Name: EXTENET SYS?EMS, INC.
Copyright CNA All Rlgftts R6e.ved. Includes @pyrlghted matedal ol lnsuEnca SeNices Otll@. lnc., Mlh lts psmisltr,
awnings,
sidewalk
I
E
---r
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
a, the Named lnsured's acts or omissions; or
b. the acts or omissions of those acting on the Named lnsured's behalf,
in the performance of the Named lnsured's ongoing operations at the trade show event premises during the
trade show event.
2. The coverage granled by this paragraph does not apply to bodlly lnJury or proporty damage included wrthin
tie produets+ompletod operations hazard.
2. ADDITIOTTAL IT.iSURED . PRIMARY AIID I.ION.COiITRIBUTORY TO ADDITIONAL INSURED'S INSURAT'ICE
Thc Othcr lnauranda Condition in thc GOMMERGIAL GENERAL LIABILIW COllDlTlON8 Ocotion ic omcndod to
add the following paragraph:
lf the Named lnsured has agreed in writing in a contract or agreement that this insurance is primary and non-
contributory relative to an additional insured's own insurance, lhen this insurance is primary, and the lnsurer will not
seek contribution from that other insurance. For the purpose of lhis Provision 2., the additional insured's own
ingurance means insurancc on which thc additionol ingurcd is o nomcd inourcd. Othcrwico, ond notwithotonding
anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess
of any other insurance available to such person or organization.
3. BODILY INJURY - EXPANDED DEFINITION
Under DEFINITIONS, the definition of bodlly lnjury is deleted and replaced by the following:
Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock,
mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical
injury, sickness or disease.
4, BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Glaim or Suit is amended
to add the following provisions:
A, BROAD KNOWLEDGE OF OCCURRENCE
The Named lnsured mrrst give the lnsurer or the lnsurer's authorized representative notice of an occurrence,
offense or claim only when the occurrence, offense or claim is known to a natural person Named lnsured, to a
partner, executive officer, manager or member of a Named lnsured, or an employee designated by any of the
above to give such notice.
B. NOTICE OF OCCURRENCE
The Named lnsured's rights under this Coverage Part will not be prejudiced if the Named lnsured fails to give
the lnsurer notice of an occurrence, offense or claim and that failure is solely due to the Named lnsured's
reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However,
the Named lnsured shall give writien noiice of such occurrence, oifense or claim to the insurer as soon as ihe
Named lnsured is aware that ihis insurance may apply to such occurrence, offense or claim.
5. BROAD NAMED INSURED
WHO lS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following:
3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named lnsured has
management control:
a. on the effective date ofthis Coverage Part; or
CNA74705XX (1-15) Policy No: 401 I 1 30714
Page4 of 17 Endorsemenl No: 5
The CoritinenLal lr:suranee Co,
lnsured Name: EXTENET sYsrE&ts, 1Nc.
Copyrtght CtlA All Righls Resetred. lncludes @pyrighled mterial of lnsuftnce Seryffis Offce. lnc., wilh its pemisim.
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
b. by reason of a Named lnsured creating or acquiring the organization during the policy period,
qualifies as a Named lnsured, provided that there is no other similar liability insurance, whether primary,
contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have
provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or
narrower than that provided by this insurance.
But this BROAD NAMED INSURED provision does not apply to:
(a) any partnership, limited liability company or joint venture; or
(b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part-
For the purpose of this provision, managemenl control means:
A' owning interests representing more than 50% of the voting, appointment or designation power for the
selection of a majority of the Board of Directors of a corporation; or
B. having the right, pursuant to a writlen trust agreement, to protect, conhol the use of, encumber or transfer or
sell property held by a trust.
4' With respect to organizations which qualify as Named lnsureds by virtue of Paragraph 3, above, this insurance
does not apply to:
a. bodily injury or property damage that flrst occurred prior to the date of management control, or that first
occurs after management control ceases; nor
b. personal or advertising injury caused by an offense that first occurred prior to the date of management
control or that first occurs after management control ceases.
5. The insurance provided by this Coverage Part applies to Named lnsureds when trading under their own names
or under such other trading names or doing-business-as names (dba) as any Named lnsured should choose to
employ.
BROADENED LIABILITY COVERAGE FOR DAMAGE TO YOUR PRODUCT AND YOUR WORK
A' Under COVERAGES, Coverage A - Bodily lnjury and Property Damage Liability, the paragraph entiled
Excluslons is amended to delete exclusions k. and l. and replace them with the following:
This insurance does not apply to:
k. Damage to Your Product
Property damage to your product arising out of it, or any part of it except when caused by or resulting from:
(1) flre;
(2) smoke;
(3) collapse; or
(4) explosion.
L Damage to Your Work
Property damage to your work arising out of it, or any part of it and included in the products-completed
operations hazard.
This exclusion does not apply:
(1) lf the damaged work, or the work out of which the damage arises, was performed on the Named
lnsured's behalf by a subcontractor; or
CNA74705XX (1.15) poticy No:
Page 5 of 17 Endorsement No:The Continental lnsurance Co.
lnsured Name: EXTENET SYSTEMS, INC.
Copyright CNA All Rlgnts R6ofled, lnclud€e @pydghted mterlal ol lnsuErce Serykes Offre, lnc., wilh llj ,smislm,
4013130?14
5
6.
-
CNA CNA PARAMOUNT
Gontractors' General Liability Extension Endorsement
7.
(2) lf the cause of loss to the damaged work arises as a result of:
(a) fire;
(b) smoke;
(c) collapse; or
(d) explosion.
B. The following paragraph is added to LIMITS OF INSURANCE:
Subject to 5. above, $100,000 is the most the lnsurer will pay under Coverage A for the sum of damages arising
out of any one occurrence because of property damags to your product and your work that is caused by fire,
smoke, collapse or explosion and is included within the Broduct-completed operations hazard. This sublimit
does not apply to property damago lo your work if the damaged work, or the work out of which the damage
arises, was performed on lhe Named lnsured's behalf by a subcontractor.
C. This Broadened Liability Cov€ragc For Damage To Your Product And Your Work Provision does not apply if
arr endutsernetrt of lhe surtrc rtatrru is atlaulred lu tliis policy.
CONTRACTUAL LIABILITY - RAILROADS
With resp-ct tobperatkins performeli irjithin 50 feet ol railioad property, the definilion ol ln$u|od eontfset is ieplaced
oy me rolowrng.
lngured Contracl mesns:
a. A contfact for a lease of premises. However, lhal portion of the contract for a lease of premises that indemnilios
any person or organization for damage by flre lo premises while rented lo a Named lnsured or temporarily
occupied by a Namod lnsurod with permission of the owner ls not an lnsured coniract;
b. A sidotrack agre€ment:
c. Any easoment or license agreement;
d. An obligation, as required by ordinance, to indemnify a municipality, €xcept in connection with work tor a
municipalityi
9. A,n elevator maintenanee agreement;
f, That part of any other contract or agreement penarning to the ilamed lnsursd's business (inciuding an
indsmnifioalion of a munlcipality in connection with work performed tor a munioipality) under which the l{amod
Intursd assumes the tort liability of another party to pay for bodlly lnlury or proporty damago to a third person
or organization. Ton liabllity means a liabillty that would be imposed by law in the absence of any contracl or
agreement.
Paragraph f, does not include that part of any contract or agreement:
(1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,
field orders, change orders or drawings and specifications; or
(b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or
damage;
(2) Under which the lnsured, if an architect, engineer or surveyor, assumes liability for an injury or damage
arising out of the insured's rendering or failure to render professional services, including those listed in (l)
above and supervisory, inspection, architectural or engineering activities.
ELECTRONIC DATA LIABILITY8.
cNA7470sxx (1-1s)
Page 6 of 17
Policy
Endorsement
No: 4013130714
No: 5
The ConlinenLal fnsurance Co.
lnsured Name: EXTENET sYsrEpls, 1Nc.
Crpyright CM All Rights R€eryed- lncludes @pyrighted materisl of lnsumnco Sotrirs Omca, lnc., with its pemi$i6.
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
A. Under COVERAGES, Goverage A - Bodily lnjury and Property Damage Liability, the paragraph entitled
Exclusions is amended to delete exclusion p. Electronic Data and replace it with the following:
This insurance does not apply to:
p. Access Or Disclosure Of Confidential Or Personal lnformation And Data-related Liability
Damages arising out of:
(1) any access to or disclosure of any person's or organization's confidential or personal informalion,
including patents, trade secrets, processing methods, customer lists, flnancial information, credit card
informalion, health information or any other type of nonpublic information; or
(2) the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate
electronic data that does not result from physical injury to tangible property.
However, unless Paragraph ({) above applies, this exclusion does not apply lo damages because of bodily
injury.
This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses,
forensic expenses, public relation expenses or any other loss, cost or expense incurred by the Named
lnsured or others arising out of that which is described in paragraph (1 ) or (2) above.
B. The following paragraph is added to LIMITS OF INSURANGE:
Subject to 5. above, $100,000 is the most the lnsurer will pay under Coverage A for all damages arising out of
any one occurrence because of property damage thal results from physical injury to tangible property and
arises out of electronic data.
C. The following definition is added to DEFINITIONS:
Electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or
from computer software (including systems and applications software), hard or floppy disks, CD-ROMS, tapes,
drives, cells, data processing devices or any other media which are used with electronically controlled equipment.
D' For the purpose of the coverage provided by this ELECTRONIC DATA LIABILITY Provision, the definition of
property damage in DEFINITIONS is replaced by the following:
Proporty damage means:
a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use
shall be deemed to occur at the time of the physical injury that caused it;
b, Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at
the time of the occurrence that caused it; or
c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate
€lsctronic data, resulting from physical injury to tangible property. All such loss of electronic data shall be
deemed to occur at the time of the occurrence that caused it.
For the purposes of this insurance, electronic data is not tangible property.
E. lf Electronic Data Liability is provided at a higher limit by another endorsement attached to this policy, then the
$100,000 limit provided by this ELECTRONIC DATA LIABILITY Provision is part of, and not in addition to, that
higher limit.
ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives and spouses of any natural person lnsured shall also be insured under this
policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for
9.
cNA74705XX (1-15)
Page 7 of 17
Policy
Endorsement
No: 4013130?14
No: 5fhe Continental Insurance Co.
INsuTEd Name: EXTENET SYSTEI"TS, INC ,
Copyilght CNA All Rlght8 R€erved. lncludes @pyrlghted mte.jalol lnsuErce Serykes Offi@. lnc., with tts psmislo.
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks
damages from marital community property, jointly held property or property transferred from such natural person
Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal
representative, or spouse outside the scope of such person's capacity or slatus as such, provided however that the
spouse of a nalurol porson Namod lnsurod and lho spousos of mombore or partn€ra ofjoint v€nturo or psrtnorship
Named lnsureds are lnsureds with respect to such spouses' acts, errors or omissions in the conducl of the Named
lnsured's business.
4^ EvbE^iEh aD rlr?ElrhEn rrr r row Ev^EDTlnN EnD DEACaIIAAI E EnDaE
Under COVERAGES, Coverage A - Bodily lnjury and Property Damage Liability, the paragraph entitled
Exclusions is amended to delete the exclusion entitled Expected or lntended lnjury and replace it with the following:
This insurance does not abnlv to:
Expoctsd or lntond€d lnlury
Bodlly lnJury or propgrty damage expected or intended from the standpoint of the lnsured. This exclusion does not
apply to lrodlly lnJut'y ur prop€fty danrage rcuullirrg froni the use of reasonable force to protect persons or propcrty.
11. GENERAL AOOREGATE LIMITS OF INSURANCE . PER PROJECT
A. For each constructioh pioiect away from piemises the Named lnsured oWnS 0r rents, a separate Construction
Frujuui Gcrrcrai Aggrvgaiv Lirrrii, vquai iu iirv orrrvurri ri ii'o Go,,o'oi A9g,ogoi.o Li,,,il "i'.'"" i', ii'. D;;ia;;li;r,;,
is the most the lnsuret will pay for the sum of:
1. All damages under Coverage A, except damages because of bodily injury or property damage included in
the products-completed operations hazard; and
2. All medical expenses under Coverage C,
that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction
project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the
Construction Project General Aggregate Limit of any other construction project.
B. AII:
1. DamagesunderCoverageB,regardlessofthenumberoflocationsorconstructionprojectsinvolved;
2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing
operations at a single construction project, except damages because of bodily injury or property damage
included in the products-completed operations hazard; and
3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing
operations at a single construction project,
will reduce the General Aggregate Limit shown in the Declarations.
C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for
Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limit
or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be
attributed solely to ongoing operations at a particular construction project.
D. When coverage for liability arising out of the products-completed operations hazard is provided, any payments
for damages because of bodily injury or property damage included in the products-completed operations
hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless of
the number of projects involved.
CNA74705XX (1-15) Policy No: 4013130714
Page I of '17 Endorsemenl No: 5
The ConEinental Insurance co.
InsuredName:EXTENET SYSTEMS, TNC,
Copy4fht CM Ail Rights Rsery€d. lndud$ mpyiighled materialof lnsururce Sew;trs Offim. lnc., wilh ib pemiss's.
CI(A CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
E. lf a single construction project away from premises owned by or rented to the lnsured has been abandoned and
then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or
timetables, the project will still be deemed to be the same construction project.
F. The provisions of LIMITS OF INSURANCE not olherwise modified by this endorsement shall continue to apply as
stipulated.
12, IN REM ACTIONS
A quasi h rem aciion against any vessel owned or operated by or for the Named lnsured, or chartered by or for the
Named lnsured, will be treated in the same manner as though the action were in personam against the Named
lnsured.
13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE
Solely with respect to bodily irijury that arises out of a health care incident:
A. Under COVERAGES, Coverage A - Bodily lnjury and Property Damage Liability, the paragraph entitled
lnsuring Agreement is amended to replace Paragraphs 'l ,b,(1) and 1.b.(2) with the following:
b' This insurance applies to bodily injury provided that the professional health care services are incidental to
lhe Named lnsured's primary business purpose, and only if:
(l) such bodily injury is caused by an occurrence that takes place in the coverage territory.
(2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will
be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence;
and
B' Under COVERAGES, Coverage A - Bodily lnjury and Property Damage Liability, the paragraph entitled
Exclusions is amended to:
i. add the following to the Employers Liability exclusion:
This exclusion applies only if the bodily injury arising from a health care incident is covered by other
liability insurance available to the lnsured (or which would have been available but for exhaustion of its
limits).
ii, delete the exclusion entitled Contractual Liability and replace it with the following:
This insurance does not apply to:
Contractual Liability
the lnsured's actual or alleged liability under any oral or written contract or agreement, including but not
limited to express warranties or guarantees.
iii. add the following additional exclusions:
This insurance does not apply to:
Discrimination
any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on
an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual
orientation.
Oishonesty or Crime
Any actual or alleged dishonest, criminal or malicious act, error or omission.
Medicare/Medicaid Fraud
CNA74705XX (1"15) Poticy No:
Page I of 17 Endorsement No:The Continental- Insurance Co.
lnsured Name: EXTENET SYSTSMST INC.
Capyright CNA All Rlgfns R6erued, lnclude$ @pyrlghted mterlal of lnsuErce Seryices Olfie, Inc. , with lts fmirlm,
4013130?14
5
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state
or local governmental program.
Services Excluded by Endorsement
Any health care incident for which coverage is excluded by endorsement.
C. DEFINITIONS is amended to:
i. add ihe following definiiions:
Health care incident means an act, error or omission by the Named lnsured's employees or volunteer
workers in the rendering of:
a, profoGcional hoalth caro eorvicos on boholf of the Named lnaure d or
b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received.
Professional health care servioes means any health care sorvices or the related furnishing.of-food,
beverages, rrredlcal supplles t-rr appllanues Lry tlre fulluwirg pruviders irr Uruir uapauily as suulr but sulely [u
the extent they are duly licensed as required:
a. Physician;
b. Nurse;
c. Nurse practitioner;
d. Emergency medical technician;
e. Paramedic;
f. Dentist;
g. Physical therapist;
h, Psychologist;
i. Speech therapist;
j, Other allied health professional; or
Professional health care services does not include any services rendered in connection with human clinical
trials or producl testing.
ii. delete the definition of occurrence and replace it with the following:
Occurrence means a health care incident. All acts, enors or omissions that are logically connected by any
common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a
single occurrence;
iii, amend the definition of lnsured to:
a. add the following:
the Named lnsured's employees are lnsureds with respect to:
(1) bodily injury to a co-employee while in the course of the co-employee's employment by the
Named lnsured or while performing duties related to the conduct of the Named lnsured's
business; and
CNA74705XX (1-15) Policy No: 4013130714
Page 10 of 17 Endorsement Noi 5
The Conei-nental Insurance Co,
lnsuredName:EXTENEI sYsrEMs, rNc,
CopyrBht CtlA Ail Rights Rsfled, lndudq mpyrighted roteriat of INU€rce Soryk€s Ofi@. lnc-, with its psmi*im.
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
(2) bodily injury to a volunteer worker while performing duties related to the conduct of the
Named lnsured's business;
when such bodily injury arises out of a health care incident.
the Named lnsured's volunteer workers are lnsureds with respect to:
(1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the
Named lnsured's business; and
(2) bodily injury to an employee while in the course of the employee's employment by the Named
lnsured or while performing duties related to the conduct of the Named lnsured's business;
when such bodily injury arises out of a health care incident.
b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2,a.(1) of WHO tS AN |NSURED.
D. The Other lnsurance condilion is amended to delete Paragraph b.(l) in its entirety and replace it with the
following:
Other lnsuranco
b. Excess lnsurance
(1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer
instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased
specifically by the Named lnsured to be excess of this coverage.
14. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES
WHO lS AN INSURED is amended to delete its last paragraph and replace it with the following:
No person or organization is an lnsured with respect to the conduct of any current or past partnership, joint venture or
limited liability company that is not shown as a Named lnsured in the Declarations, except that if the Named lnsured
was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited
liability company terminated prior to or during the policy period, such Named lnsured is an lnsured with respect to
its interest in such joint venture, partnership or limited liability company but only to the extent that:
a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the
personal and advertising injury arising out of such offense first occurred after such termination date;
b. the bodily inJury or property damage first occurred after such termination date; and
c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or
limited liability company; and
lf the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up)
insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph
c. above. But this provision will not serve to exclude bodily injury, property damage or personal and adverlising
injury that would otherwise be covered under the Contractors General Liability Extension Endorsement provision
entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS.
Please see that provision for the definition of consolidated (wrap-up) insurance program.
15. LEGAL LIABILITY - DAMAGE TO PREMISES / ALIENATED PREMISES / PROPERry IN THE NAMED
INSURED'S CARE, CUSTODY OR CONTROL
A. Under COVERAGES, Coverage A - Bodily lnjury and Property Damage Liability, the paragraph entitled
Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following:
This insurance does not apply to:
CNA74705XX (1-15) Poticy No: 4013130Tt 4
Page 1 1 of 17 Endorsement No: s
The Continental Insurance Co.
lnsured Name: EXTENET sYsrEMs, rNc.
CopydghtCNAAllRlghtsR6wed. lncludes@pyrlghtedrut€rlaloflnsuErcgSeNkesOft@, lnc.,withltspmi6lm,
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
j. Damage to Property
Property damage to:
(1) Property the Named lnsured owns, rents, or occupies, including any costs or expenses incuned by you,
or any other person, organization or entity, for repair, replacement, enhancement, restoration or
maintenance of such property for any reason, including prevention of injury to a person or damage to
another's property;
(2) Premises lhe Named lnsured sells, gives away or abandons, if the property damage arises out of any
part of those premises;
(3) Property looncd to thc Namod lnourod;
(4) Personal property irr the sarc, cusiody or coniroi ofihe insured;
(5) That particular part of real property on which the Named lnsured or any contractors or subconlractors
working directly or indirectly on the Named lnsured's behalf are perforylng operations, if the property
damage arises out of those operations: or
(6) That particular part of any property that must be restored, repaired or replaced because your work was
ineorrectly performed on it.
Paranranhc l,ll_ l3l and l4l nf this cynlrsinn dn not annlv to nronerlv flamade lother lhan damaoe bV fire) to
premises rented to the Named lnsured or temporerily occupied by the Named lnsured with the permission of
the owner, nor to the contents of premises rented to the Named lnsured for a period of 7 or fewer
consecutive days. A separate limit of insurance applies lo Damage To Premises Rented To You as described
in LIMITS OF INSURANCE.
Paragraph (2) of this exclusion does not apply if the premises are your work.
Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack
agreement.
Paragraph (6) of this exclusion does not apply to property damage included in the products-completed
operations hazard.
Paragraphs (3) and (4) of this exclusion do nol apply to property damage to:
i. tools, or equipment the Named lnsured borrows from others, nor
ii. other personal property of others in the Named lnsured's care, custody or control while being used in the
Named lnsured's operations away from any Named lnsured's premises.
However, the coverage granted by this exception to Paragraphs (3) and (a) does not apply to:
a. property at a iob site awaiting or during such property's installation, fabrication, or erection;
b, property that is mobile equipment leased by an lnsured;
c. property that is an auto, aircraft or watercraft;
d. property in transit; or
e. any portion of property damage for which the lnsured has available other valid and collectible
insurance, or would have such insurance bui for exhaustion of its limits, or but for application of one of its
exclusions.
A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE
as amended below.
cNA74705xx (1-15)
Page 12ol 17
4013r30?14
5
The ConEinenLal Insurance Co.
lnsured Name: EXTENET $YsrElls, TNc.
Copyright Cl{A All Rights Reeryed. lnc-ludes mpyright8d materialof lnsurarc€ Sswicss Offiw. loc-, with its F)€misim.
Policy
Endorsement
No:
No:
---
CT{A CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
B' Under COVERAGES, Coverage A - Bodily lnjury and Property Damage Liability, the paragraph entitled
Exclusions is amended to delete its last paragraph and replace it wiih the following:
Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named lnsured or
temporarily occupied by a Named lnsured with permission of the owner, nor to damage to the contents of
premises rented to a Named lnsured for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE.
C. The following paragraph is added to LIMITS OF INSURANCE:
Subject to 5. above, $25,000 is the most the lnsurer will pay under Goverage A for damages arising out of any
one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other
personal property of others in the Named lnsured's care, custody or control, while being used in the Named
lnsured's operations away from any Named lnsured's premises. The lnsureis obligation to pay such property
damage does not apply until the amount of such property damage exceeds $1,000. The lnsurer has the right but
not the duty to pay any portion of this $1,000 in order to effect settlement. lf lhe lnsurer exercises that right, the
Named lnsured will promptly reimburse the lnsurer for any such amount.
D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by
the following:
6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To you Limit
is the most the lnsurer will pay under Coverage A for damages because of property damage to any one
premises while rented to the Named lnsured or temporarily occupied by the Named lnsured with the
permission of the owner, including contents of such premises rented to the Named lnsured for a period of 7
or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater ol
a. $500,000; or
b. The Damage To Premises Rented To You Limit shown in the Declarations.
E. Paragraph 4.b.(1)(a)(ii) of the Other lnsurance Condition is deleted and replaced by the following:
(ii) That is property insurance for premises rented to the Named lnsured, for premises temporarily occupied by
the Named lnsured with the permission of the owner; or for personal property of others in the Named
lntured's care, custody or control;
16. LIOUOR LIABILITY
Under COVEMGES, Coverage A - Bodily lnjury and Property Damage Liability, the paragraph entifled
Exclusions is amended to delete the exclusion entitled Liquor Liability.
This LIQUOR LIABILITY provision does not apply to any person or organization who otherwise qualifies as an
additional insured on this Coverage Part.
17, MEDICALPAYMENTS
A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the
following:
7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the
lnsurer will pay under Coverage C - Medical Payments for all medical expendes because of bodily injury
sustained by any one person. The Medical Expense Limit is the greater of
(f ) $15,000 unless a different amount is shown here: gN,NNN,NNN,NNN; or
(2) the amount shown in the Declarations for Medical Expense Limit.
CNA74705XX (1-15)
Page 13 of 17
Policy No: 4 0131 30 ? 14
Endorsemenl No: 5The Continental Insurance Co.
Insured Name: EXTENEf gYsrEMs, rNc.
Copyright CNA All Rlghls R6€rved. lncludeE @pyrighled ml€rlal ol lf,ruEre Serykei Olfi@. lnq , with its pqnlslm.
=
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
B. Under COVERAGES, the lnsuring Agreement of Coverage C - Medical Payments is amended to replace
Paragraph 1.a.(3)(b) with the following:
(b) The expenses are incurred and reported to the lnsurer within three years of the dale of the accident; and
18. NON.OWNED AIRCRAFT
Under GOVEMGES, Coverage A - Bodlly lnjury and Property Damage Llabillty, the paragraph entitled
Etulubtuilts tu uiltuiluuu uts tuiluwb.
The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following:
This exclusion does not apply to an aircraft not owned by any Named lnsured, provided thal:
{, tho pllot in command holds a currently effeclive cefiificate issuecl hy ihp drly nnnstaillte.i Alllhorify of ilre litriterj
States of America or Canada, designating that person as a commercial or airline hansport pilot;
2, the aircraft is rented with a trained, paid crew to the Named lnsured; and
3. the aircraft is not being used lo carry persons or property for a charge.
19. NON.OWNED WATERCRNFT
. D-l;r.. r-!..q, ^-i n.^a^4., n-h--^ I i-hiliav rh^ ^^r^^r^^h anlitla.lvLvr vvruruYL ^
Exclusions is amended to deiete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and
renlace it wilh the followino
This exclusion does not apply to:
(2) a watercraft that is not owned by any Named lnsured, provided the watercraft is:
(a) less than 75 feet long; and
(b) not being used to carry persons or property for a charge.
20. PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION
A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort:
Discrimination or humiliation that results rn injury to the feelings or reputation of a naiurai person.
B. Under COVERAGES, Coverage B - Personal and Advertising lnjury Liability, the paragraph entitled
Exclusions is amended to:
1, delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following:
This insurance does not apply to:
Knowing Violation of Rights of Another
Personal and advertising injury caused by or at the direction of the lnsured with the knowledge ihai the aci
would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not
apply to discrimination or humiliation that results in iniury to the feelings or reputation of a natural person, but
only if such discrimination or humiliation is not done intentionally by or at the direction of:
(a) the Named lnsured; or
(b) any executive officer, director, stockholder, partner, member or manager (if the Named lnsured is a
limited liability company) of the Named lnsured.
2, add the following exclusions:
Policy No
Endorsement No
cNA7470sXX (r-15)
Page 14 of 17
4 013130 7 1. 4
5
The Conflnenf.al fnsurance co,
lnsured Name: EXTENET sYsrEMs, TNc,
Copyright CtlA Al Rights Rsfled. lncludes @pyrighted mate.ial of lnsurence Servi6s Ofii@. lnc-, rvith ile potmisim.
-
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
This insurance does not apply to:
Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past
employment or termination of employment of any person by any lnsured.
Premlses Related Dlscrlminatlon
discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental,
lease or sub-lease of any room, dwelling or premises by or at the direction of any lnsured.
Notwithstanding lhe above, there is no coverage for fines or penalties levied or imposed by a governmental entity
because of discrimination.
ThC COVCTAge provided by this PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION
Provision does not apply to any person or organization whose slatus as an lnsured derives solely from
Provision 1. ADDITIONAL INSURED of this endorsement; or
attachment of an additional insured endorsement to this Coverage part.
This PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION Provision does not appty to
any person or organization who otherwise qualifies as an additional insured on this Coverage Part.
21. PERSONAL AND ADVERTISING INJURY. CONTRACTUAL LIABILITY
A. Under COVERAGES, Coverage B -Personal and Advertising lnjury Liability, the paragraph entitled
Exclusions is amended to delete the exclusion entitled Contractual Liability.
B. Solely for lhe purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY -
CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled
SUPPLEMENTARY PAYMENTS - GOVERAGES A AND B:
1. Paragraph 2.d. is replaced by the following:
d. The allegations in the suit and the information the lnsurer knows about the offense alleged in such suit
are such that no conflict appears to exist between the interests of the lnsured and the interests of the
indemnitee;
2. The first unnumbered paragraph beneath Paragraph 2,f.(2Xb) is deleted and replaced by the following:
So long as the above conditions are met, attorneys fees incuned by the lnsurer in the defense of that
indemnitee, necessary litigation expenses incurred by the lnsurer, and necessary litigation expenses incurred
by lhe lndemnitee at the Insurer's requesl will be paid as defense costs. Such payments will not be deemed
to be damages for personal and advertising injury and will not reduce the limits 9f insurance.
G' This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply if
coverage B -Personal and Advertising lnjury Liability is excluded by another endorsement attached i6 ihis
Coverage Part.
This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any
person or organization who otherwise qualifies as an additional insured on this Coverage Part.
22. PROPERTY DAMAGE. ELEVATORS
A' Under COVERAGES, Coverage A - Bodily lnjury and Property Damage Liability, the paragraph entitled
Exclusions is amended such lhat the Damage to Your Product Exclusion and subparigraptrs (3),lni and (6) of
the Damage to Property Exclusion do not apply to property damage that results from the use ofelevators. '
CNA74705XX (1-15)
Page 15 of 17
Policy No:
Endorsemenl No:
40131"30714
5The Continenta] Insurance Co.
lnsured Name: EXTENET SYSTEMS, INC.
Capyright CNA All Rlgbts R6eryed. lnctudes @pydghted mterlal ol l6uErco S€ruks$ Olfi@. lno, , with lt! permislm,
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE - ELEVATORS Provision, the
Other lnsurance conditions is amended to add the following paragraph:
This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other
basis that is Property irrsuralrce covering plopeny of others dantagcd from thc usc of clevators.
23. SUPPLEMENTARY PAYMENTS
^ArrEDA^EG
A Alth O i^ ^-^^t^l ^^ a^il^ta,^.lilcSuuuu[uilUUUuovFFLEtItEtttnnt rAtttrErtrg-uvYEMuLgAArruurroilrsilusuqJrgruvvr.
A. Paragraph '1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000.
limit; and
F. Parenr=nh 1 r!. iq amended to .lclete lhe Imit af $250 shnwn fnr" daihr loss of earninqs and reoiace it with a
$1,000. limit.
2,1. UNINTENTIONAL FAILURE TO DISCLOSE HAZAROS
lf the Namcd lnsurcd unintcntionally fails to digclogc all cxisting hozardo at tho inc€ption dato of the Named
tnsured'g Coverage Part, the lnsurer will not deny coverage under this Coverage Part because of such failure.
25. WAIVL,R OF SUSROGATION. ELANKET
Under CONDITIONS, the condtlton enlll€d I ransier Uf KIgnIs Ut t{€Covery Agalnst Ulnsrs I g Us is am€no€s to
add the lollowing:
The lnsurer waives any righl of recovery the lnsurer may have against any pelson or organization because of
payments the lnsurer makes for injury or damage arising out of:
l. the Named lnsured's ongoing operations; or
2, your work included in lhe products-complot€d operatlons hazard.
However, this waiver applies only when the Named lnsured has agreed in writing to waive such rights of recovery in
a writt€n contracl or written agreement, and only if such contract or agreemenl;
f . is in effect or becomes effective during the term of this Coverage Part; and
t .r,^- ^v^-,,r^A ^;^. t^ rha hailtrr lnl.rtu hr^^6rv Aqazaa nr mrennll lnr{ ldvortlclnn lnhrru dilrinn ris to ihePrrvt rv.,rv {estt, t.rrertr r.vrvrr, -rrr -r.vrr''rt's
clalm.
26. WRAP-uP EXTENSION: OCIP, CCIP, OR GONSOLIDATED (WRAP-UP) INSURANCE PROGRAIS
iloto: The following provision does not appiy to any public consiruction projeci in ihe siaie oi Oklahorna, iloi to any
conslruction proJect in the state of Alaska, that is not permitted lo be insured under a consolidated (wrap'up)
insurance program by applicable state statute or regulation.
lf the endorsement EXCLUSION - CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary
^^r^-^^-^^| ^^*^i^ih^ l^ n.r,^^.
^^^r.^ll^l
l^-' r'a^aa Drnaramc /r\ t^ I D \ ^r a^n+ra.t^r a'nnfrnllad lhct trannaclluulJvlllgllt Psrlqllllllg \v.v.,.,./
Programs (C.C.l.P.) is attached, then the following changes apply:
A. The following wording is added to the above-referenced endorsement:
With respect to a consolidated (wrap-up) insurance program project in which the Named lnsured is or was
involved, this exclusion does not apply to those sums the Named lnsured become legally obligated to pay as
damages because of:
1. Bodily lnjury, property damage, or personal or advertising injury that occurs during the Named lnsured's
ongoing operations at the project, or during such operations of anyone acting on the Named lnsured's
behalf; nor
cNA7470sXX (1-15)
Page 16 of 17
No: 4011130714
No: 5
The (;onEinenLal In$urance Co,
lnsured Name: EXTEI.JET sYsrnl"ls, TNc.
Copynght CtlA All Rights Resofr€d. lncludsc @pyrighted role.ial of lnsurance SeNi@s Ofiice. lnc., with its pemissi@.
Policy
Endorsement
CNA CNA PARAMOUNT
Contractors' General Liability Extension Endorsement
2. Bodily injury or property damage included within the products.completed operations hazard that arises
out of those portions of the project that are not residential structures.
B, Condition 4, Other lnsurance is amended to add the following subparagraph a.b.({)(c):
This insurance is excess over:
(c) Any of the other insurance whether primary, excess, contingent or any olher basis that is insurance available
to the Named lnsured as a result of the Named lnsured being a participant in a consolidated (wrap-up)
insurance program, but only as respects the Named tnsured's involvement in that consolidated (wrap-up)
insurance program.
C. DEFINITIONS is amended to add the following definitions:
Consolidated (wrap-up) insurance program means a construction, erection or demoliiion project for which the
prime contraclor/project manager or owner of the construction project has secured general liability insurance
covering some or all of the contractors or subcontractors involved in the project, such as an Owner Conlrolled
lnsurance Program (O.C.l.P.) or Contractor Controlled lnsurance Program (C.C.l.p.).
Residential structure means any structure where 30% or more of the square foot area is used or is intended to
be used for human residency, including but not limited to:
1' single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit
developments; and
2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs,
detached garages, guest houses or any similar structures).
However, when there is no individual ownership of units, residential structure does not include military housing,
college/university housing or dormitories, long term care facilities, hotels or motels. Residential struiture alsb
does not include hospitals or prisons.
This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision
does not apply to any person or organization who otherwise gualifies as an additional insured on this Coverage Part.
All olher terms and conditions of the Policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the Policy issued by the designated lnsurers, takes effect
on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and
with said
-
cNA74705XX (1.15)
Page l7 of '17
fhe Continental Insurance Co.
lnsured Name: EXTENET SYSTEMS, INC
Policy No: 4013130?14
Endorsem€nl No: 5
Copyright CNA All Rlg$ts R6€wed, lnclud* @pyrlghled mtedal ol lNUErce Seryicei Otfie. lnc., Mth ll3 psrmislm,
-
-
CNA CNA PARAMOUNT
Primary and Noncontributory - Other lnsurance
Gondition Endorsement
This endorsemeni modifies lnsurance provided under tho following:
COMMERCIAL GENEML LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
It is understood and agreed that the condition entitled Other lnsurance is amended to add the following:
Primary And Noncontriblttory lnsurance
Notwithsianding anything to the contrary, this insurance is primary to and will not seek contribution from any other
insurance available to an additional insured under this policy provided that:
a, the additional insured is a named insured under such other insurance; and
b. the Named lnsured has agreed in writing in a contract or agreemenl that this insurance would be primary and
would not seek contribution from any other insurance available to the additional insured.
All other terms and conditions of the Policy rcmain unchangcd
This endorsement, which forms a part of and is for attachment to the Policy issued by the designated lnsurers, takes effect
on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and
with said
CNA74987XX (1-15) Policy No: 40 1 31 30 7 I 4
Page 1 of 1 Endorsemenl No: t2
The Continental- Insurance Co.
lnsured Name: EXTENE'r SYSIE:MS, INC,
Copyright CilA All Rlghts R6wed. lncludes @pyrlghled ruledal ot IBU€nce SeNicee Olfie. lns . with lts psmisls.
General Liability Policy - 30 Days NOC
CNA CNA PARAMOUNT
Policy Holder Notice - Gountrywide
It is understood and agreed lhat:
lf the Namod lnsurod has agr€ed under written contract to provide notice of cancellalion to a party to whom the Agent of
Record has issued a Certificate of lnsurance, and if the lnsurer cancels a policy term described on that Certificate of
Insurance for any reason other than nonpaymenl of premium, then notice of cancellatlon wlll be provlded to such
Cetllficate holders at least 30 days in advance of the date cancsllation is effeclive.
lf notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of
Record will be sumcient to prove notice,
Any failure by the lnsurer to notiS such persons or organizations will not extend or invalidate such cancellation, or impose
any liability or obligation upon the lnsu16r or the Agont of Record.
All other terms and conditions of the Policy remain unchanged
This endorsement, which forms a part of and is for attachment to the Policy issued by the designated lnsurers, takes effect
on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and
with said
cNA75014XX (1-15)
Page 1 of 1
Policy No:
Endorsemenl No:
4013130714
Ifhe Continental Insuraflce Co.
lnsured Name: EXTENET sysrEt{s, rNc.
CoFyright CilA All Rlghts R6eryed, lnchdes @pyrlghled matedal ol lnsuErce SENk* otll@. lnc., s/ith its penislm,
POLICY NUMBER: 401 3'l 3068'1 COMMERCIAL AUTO
cA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED FOR
COVERED AUTOS LIABILITY COVERAGE
Thl. an.l^raamant mndifiac incrrran.o nrnrrided rrndar tha fdllnwind'
AUTO DEALERS COVERAGE FORM
BUSINESS AU?O COVERAGT FORM
iIOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by
this endoreemont.
This endorsement identifies person(s) or organization(s) who are "insureds" lor Covered Autos Lrabtlily Uoverage under
the Who ls An lnsured provision of the Coverage Form. This endorsement does not alter coverage provided in the
Coverage Form.
This endorsement chanqes the policv effective on the inception date of the policy unless another date is indicated
below.
Namedlnsured: EXTENET SYSTEMS, TNC
SCHEDULE
person or shown in the Schedule is an Autos and Motor
-
"insured" for Covered Autos Liability Coverage, but only
to the extent that person or organization qualifies as an
"insured" under the Who ls An lnsured provision
contained in Paragraph A,l. of Section ll - Covered
Canier Coverage Forms and Paragraph
- Covered Autos Coverages of the
Coverage Form.
D.2. of Section I
Auto Dealers
Name Of Person(s) Or Organization(s)
SEE ENDORSMENT
lnformation required to complete this Schedule, if not shown above, will be shown in the Declarations.
cA 20 48 l0 t3 Copyright, lnsurance Services Office, lnc., 201 1 Page 1 of 1
POLTCY NUMBER
P 4013130681
INST'RED ITAME AND EDDRESS
EXTENET SYSTEMS, INC.
3O3O WARRENVILLE RD STOP 340
LrsLE, rL 60532-3633
POLICY CHATiIGES
CA2O48 DESIGIIATED INSI'RED BTANKET
This Change Endorsenent changes the Policy. please read it carefully.
This Change Endoraenent ia a part of your policy and takes effect on the€ffective date of your Policy, unLess another ef,fective date is shown.
THIS ENDORSEMENT CHANGES THE PQLICY. PLEASE READ ]T CAREFUI,LY
DESIGNATED INSURED BLANKET
ANY PERSON OR ORGANIZATION TTTAT THE NAMED ]NSURED IS OBLIGATED TO
PROVIDE INSURANCE WHERE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENTrS AN TNSURED, BUT ONLY WTTH RESPECT TO LEGAL RESPONSTBTLITY FOR
ACTS OR OMISSIONS OF A PERSON OR ORGANIZATION FOR WHOM LTAB]LITY
COVERAGE IS AFFORDED UNDER THIS POIICY.
-
&k"p^-Chafnan ol lha Board
G-56015-B (ED. L1"/9r)
ExteNet Systems, lnc - Commercial Auto Policy Number 4013130681
Primary coverage wording
4, Loss Payment - Physical Damage Coverages
At our option, we may:
a. Pay for, repair or replace damaged or stolen
property;
b, Return the stolen property, at our expense.
We will pay for any damage that results to the
"auto" from the theft; or
c. Take all or any part of the damaged or stolen
propcriy ai on agrceci or oppraiseri voiue.
li we pay for the "loss", our payment will include
the applicable sales tax for the damaged or stolen
property.
Others To Us
lf any person or organization to or for whom we
mako payment undor this Covorage Form has
rights to recover damages from another, those
rights are transferred to us. That person or
organization m'Jst do everything necessary t6
secure our rights and must do nothing atler
"aenidpnf" ^r'rl^cc"
l^ imnrir thom
p, ge[€rdr uutrurlrvt!!
i. Bankrupicy
Bankruptcy or insolvency of the "insured" or the
"insured's" estate will not relieve us of any
obligations under this Coverage Form.
2. Concealment, Misrepresentation Or Fraud
This Coverage Form is void in any case of fraud
by you at any time as it relates to this Coverage
Form. lt is also void if you or any other "insured",at any time, intentionally conceals or
misrepresents a material fact concerning:
a. This Coverage Form;
b, The covered "auto";
c. Your interest in the covered "auto"; or
d. A claim under this Coverage Form.
3. Libsralization
lf we revise this Coverage Form to provide more
coverage without additional premiLtm charge,
vnr rr nnlinrr urill ar rlnmalicellrr nrnrridc thp
, -e.
additional coverage as of the day the revision is
effective in your state.
4. No Benefit To Bailee - Physical Damage
Coverages
We will not recognize any assignment or grant
any coverage for the benefit of any person or
organization holding, storing or transporting
property for a fee regardless of any other
provision of this Coverage Form.
5. Other lnsurance
a. For any covered "auto" you own, this
Coverage Form provides primary insurance.
For any covered ''auto" you don't own, the
insurance provided by this Coverage Form is
excess over any other collectible insurance.
However, while a covered "auto" which is a
^^--^^r^f, r^ ^^^+a^- .,^hi^l^ rh^(dllvl rJ uul il rEvtcu ru dilu( lcl
Covered Autos Liability Coverage this
^^.,^-^^^ E^"* ^"^,,i1^^ t^. lk^ tr+.^it^.n i^.uvvsrogE r urill Pruvrus,
( l, trxuess wl llle lt 15 uuililcutcu tu d r r rurur
vehicle you do not own; oI
(2) Primary while it is connected to a covered
"atttn",J^lt a\jJD'_'_'_- /-'_ -'_"'
b, For Hired Auto Physical Damage Coverage,
any covered "auto" you lease, hire, rent or
horrow is deemed to be a covered'auto" you
own. However, any "auto" that is leased,
hired, rented or borrowed with a driver is not a
covered "auto."
c. RdgardlesE of tho provisions of Paragraph a.
vg,.J!*v!:
Liabllity Ccverage is primary .ror any liabilit/
as$um€d under an "lnsured contract."
d. When this Coverage Form and any other
Coverage Fotm or policy covers on lhe same
basis, either excess or primary, we will pay
only our share. Our share is the proportion
that the Limit of lnsurance of our Coverage
Form bears to the total of the limits of all the
Coverage Forms and policies covering on the
same basis.
6. Premium Audit
a. The estimated premium for this Coverage
Form is based on lhe exposures you told us
you would have when this policy began. We
will compute the final premium due when we
determine your actual exposures. The
estimated iotal premium wiii be creciited
against the final premium due and the first
Named lnsured will be billed for the balance, if
any. The due date for the final premium or
retrospeclive premium is the date shown as
ulE uuc uatc ullulY ulll, ll lllE sstrrrrdrcu t9rdr
premium exceeds the final premium due, the
first Named lnsured will get a refund.
b. lf this policy is issued for more than one year,
the premium for this Coverage Form will be
compuled annually based on our rates or
premiums in effect at the beginning of each
year of the policy.
cA 00 0't t0 t3 Copyright, lnsurance Servrces Offlce, lnc., 2011 Page I of 12
-
POLTCY NUMBER. 401 31 30681 COMMERCIAL AUTO
cA 04 44 t0 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGATNST OTHERS TO US (WA|VER OF SUBROGATTON)
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVEMGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVEMGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by
the endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below.
Named lnsured: EXTENET sysrEMS, rNc
SCHEDULE
Name(s) Of P€rson(s) Or Organization(s):
ANY PERSON OR ORGANIZATION FOR WHOM
OR WHICH YOU ARE REQUIRED BY WRITTEN
CONTRACT OR AGREEMENT TO OBTAIN THIS
WAIVER FROM US. YOU MUST AGREE TO THAT
REQUIREMENT PRIOR TQ LOSS.
lnformation required to complete this Schedule, if not shown above, will be shown in the Declarations.
The Transfer Of Rlghts Of Recovery Against Others
To UE condition does not apply to the person(s) or
organization(s) shown in the Schedule, but only to the
extent that subrogation is waived prior to the "accident"
or the 'loss' under a contract with that person or
organization.
cA04 44 10 13 Copyright, lnsurance Services Office, lnc., 201 1 Page I of I
ExteNeJ SJ,€tems- lnc.
Cornrrrerui-al Autu Puliuy Nurnber 4013130081
CNA CNA68O21XX
(Ed.02113)
NOTICE OF CANCELLATION TO GERTIFICATEHOLDERS
It is understood and agreed that;
lf you have agrced under writlen
issued a Cerlificate of lnsuranco,
to whom tho Agent of Record has
of
lf notlce ie mailed, then proof ol mslling to ths last known malling address of the Certificateholder on file with the Agent of
Rscord wlll be sultcl€nt lo prove notlce.
Any failure by us to notiry 6uch p€rson$ or organization$ will nol extend or invalidate such cancellation, or impose any
liability qr obligation upon uE or the Agent of Record.
-
-
---
cNA68021XX (Ed.02113)
Page 1 of 1
Copyrlght, cNA Al Rlghts R6o6rvod.
CA Workers' Comp Policy
Workers Gompensation And Employers Liability lnsurance
Policy Endorsement
This endorsement changes the policy to which it is attach€d.
It is agreed that Part Ons - Workere' Compenaation lngurance G. Recovery From Otherg and Part Two -
Employers' Liability lnsurance H. Recovery From Others are amended by adding the following:
We will not enforce our right to recover against persons or organizations. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
PREMIUM CHARGE - Refer to the Schedule of Operations
The charge will be an amount to which you and we agree that is a percentage of the total standard premium for
Calilornia exposure. The amount is 2olo.
All other terms and conditions of the policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the policy issued by the designated lnsurers,
takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another
effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy
unless another expiration date is shown below.
ExteNet Systems, lnc.
Form No: G-19160-B (1 1-19971
Endorsement No: 2: Page 1 of 1
UnderwrilirE Company: Arnerican Casually Company of Rsding, Penfisylv8nia, 393 S. Wabash Ave.
Chi€go, lL 60604
F Copyrighr CNA All Bights Boserved.
il
Policy No: WC 0 56871849
Policy Psge: 32 0146
BLANKET WAIVER OF OUR RIGHT TO REEOVER FROM OTHERS
TEXAS WAIVER OF OUR RIGHT TO RECOV€B FROM OTHERS ENDORSEMENT
Texas WOS endorsement - All Other States policy
CI(A Workers Compensation And Employers Liability lnsurance
Puliey Etrdor seritettt
ll
This sndorsement applias only to tha insurance provided bV tho policy bocause Texas is shown in ltem 3.A. of
the lnformation P8ga.
We have the right to recover our payments from anyone liable for an injury covered by this policy' We will not
enforce our right against the person or organization named in the Schedule, but this waiver applies only with
respect to bodily iniury arising out of the operations described in the Schedule where you are required by a
written contract to obtain this waiver from us.
This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Tlre pterniunr [ut Lltis ctttjutsutttuttl. is sltuvvttirr tlrc Sclredule.
Schedule
1. n Specific Waiver
Name of person or organization
E Blanket Waiver
Any person or organization for whom the Named lnsured has agreed by written contract to furnish this
waiver.
2. Operations: All Texas Operations
3. Premium:
The premium charge {or this endorsement shall be ZVo percenl of the premium developed on payroll in
connection with work performed for the above person(s) or organization(s) arising out of the operations
descri bed.
4. Advance Premium: Refer to Schedule of Operations
All other terms and conditions of the policy remain unchanged
This endorsement, which forms a part of and is for attachment to the policy issued by the designated lnsurers,
takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another
effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy
unless another expiration date is shown below.
ExteNel Systems, lnc.
PolicyNo: WC856871821
Policy Page: 259ot272
of Rdadhg, Pennsylvania, 333 S. Wabash Ave.
E copyright 201 4 National councll on compensation lnsurance, lnc. All Rights Reserved'
All Other Stales endorsement - All Other States policy
CTUA Workers Compensation And Employers Liability lnsurance
Policy Endorsement
T,VAIVEff OF OUR RIGHT TO HECOVEB FBOM OT}IERS ENDORSEMENT
We have the right to rocovsr our payments lrom anyone liable for an injury covered by this policy, We will not
enforce our right against th€ person or organization namod in the Schedul€.
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover
from under a written contract or agreement.
The premium charge for the endorsement is reflected in the Schedule of Operations.
All other terms and conditions of the policy remain unchanged.
This endorsement, which forms a part of and is Jor attachment to the policy issued by the designated lnsurers,
takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another
ef{ective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy
unless another expiration date is shown below.
ExteNet Systems, lnc.
i"* tl"' *C nn nr ,lt rta-1t*r
Policy No: WC 6 56871821
Policl Page: 1EB of 272Endorsement No: 4: Pege 1 ot I
Undemriting Company: Americn Casualty Company of Reading, Pennsylvania, 333 S. Wabash Ave.
Chicago, lL 60604
Copyright 1 983 Naaional Council on Compsnsation lnsurancs,
=
NOTICE OF CANCELLATION TO CERTIFICATEHOLDERE
All Other Stales Workers' Comp Dolicy NOC endt
CNA Workers Compensation And Employers Liability lnsurance
Puliuy Entlors*rtlettt
Policy No: WC 6 56671821
Policy Psge: 119 ol 272
rl
It is understood and agre€d that:
lf you have agread under written contrsct to provid€ notice of cancellation to a party to whom the Agent ol
Record has issued a Certificate of lnsurance, and if we cancel a policy term described on that Certificate of
lnsurance for any reason other than nonpavment of premium, then notice of cancellation will be provided lo
such Certificateholders at least 30 days in advance of the date cancellation is effective.
lf notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with
th8 Ag6r1t of Rocord will bc sufficicnt to prove notice.
Any failure by us to norify such pcrsons or organizationB will not extsnd or invalidate EUch cartc€llatioit, oi
impose any liability or obligation upon us or the Agent of Record.
All other terms and conditions of the policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the policy issued by the designated lnsurers,
takos 6ffect on tho Policy Effective Datc of saitl poliuy aL tlre lruur stated in said policy, utlless another
effective dato (the Endorsement Effoctive Date) is shown below, and expires concurrently with said policy
unless anotner exprratron oate ls snown Delow.
l-orm Nor UUti8U21A lU2-20131
Endorsement Ef{eclive Date:Endorsement Expiration Date:
Underwriting Company: Amorican Casualty Company ol Reading, Psnnsylvania, 333 S wabash Ave,
Chicago, lL 60604
ExteNet Systems, lnc.
Form No: CC68021A f02-20131
Endorsement No: 1l Page 1 of 1
UndeMriling Company: Ameri€n Casu8lty Company of Reading, Pennsylvanis, 333 S. Wabash Ave.
Chicago, lL 60604
.* CNA AII Rights Reserved.
I
I
I
I
i
I
CA Workers' Comp policy NOC endt
CITA Workers Compensation And Employers Liability lnsurance
Policy Endorselrrent
NOTICE OF CANCELTATION TO CEFTIFICATEHOLDERSil
It is understood and sgr€ed that:
lf you have agreed undar written contract to provide notics of cancellation to a party to whom the Agent ol
Record has issued a Certificate of lnsurance, and if we cancel a policy term described on that Certificate of
lnsurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to
such Certificateholders at least 3O days in advance of the date cancellation is effective.
lf notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with
the Agent of Record will be sufficient to prove notice.
Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or
impose any liability or obligation upon us or the Agent of Record.
All other terms and conditions of the policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the policy issued by the designated lnsurers,
takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another
effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy
unless another expiration date is shown below.
Form No: CC68021 A lO2-2O131
Endorsement Effective Date: Endorsement Expiration Date:
Endorsement No: 1; Page: 1 of '1
Underwriting Company: Amsrican Casualty Company of Reading, pennsylvania
Chicago, lL 60604
ExteNet Systems, lnc.
333 S Wabash Ave,
Form No: CC680?1A (02-2013)
Endorsemen{ No: 1; Page 'l ol 1
UndeMriting Company: American Casualty Company ol Reading, pennsylvania. g3g S. Wabash Ave.
Chicago. lL e0604
m CNA All Righte Reserved.
Policy No: WC 6 56871849
Policy Page: 30 of46
Policy No: WC 6 56871849
Policy Page: 30 of46
=
CTUA
]l
CNA Paramount Excess and Umbrella Liability
Polli:y Eltdorserlrurt
This endorsemont modifies insurance providcd tlnder the {ollowing:
PARAMOUNT EXCESS A,ND UMBRELLA POLICY
It is understood and agreed that:
This endorsement identifies persons or organizations who are Additional lnsureds under the section entitled
WHO lS AN INSURED of tho policy form.
Ths pdrsutrc rJr orgsnlzatluns sltuwn irr tlre Sr:lurdule trolow aro Additionsl lnaurads but only if includerl os
insureds under the provision-c o! fhe seheduled underlying insuranec shown in the Declarations of this policy
and then only tor the same coverage, except for limits of liabiiity, aiforded under such undorlying Snsurance.
SCHEOIJLE
ffillrffisrffi
Rlnnlrat ee renr rired hv written contract
A ll ^+h^, +^'m- ^^d ^^^nitianc a{ +ha nnliarr ramain r rnnhannoi
This endorsement, which iorms a part of anci is for attachrnent to the policv issued i:y the designated lnsi-irers,
takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another
effective date {the Endorsement Effective Date) is shown below, and expires concurrently with said policy
unless another expiration date is shown below.
ADDITIOHAI INSURED ENDOHSEMEI'IT
Form No: CNA87134XX (10-2016)
Endorsement Effective Date: Endorsement Expiration Date:
Endorsement No: 7; Page: 1 of l
Underwriting Company: The Continental lnsurance Company, 333 S Wabash Ave, Chicago, lL 60604
ExteNet Sytems, lnc.
Form No: CNAS?l34XX (10-20 16)
Endorsement No: 7; Page I of 1
Undsruriting Company: The Continenlal lnsurance Company, 333 S. Wabash Av€-
Chicago, lL 60604
! copyright cNA All Rights Roserved.
Policy No: CUE 6056871852
Policy Page: 54 of 56
Policy No: CUE 6056871852
Policy Pege: 50 of 56
Primary/Non Conlributory wording in form on Umbrella policy
CNA CNA Paramount Excess and Umbrella Liability
Policy
or organization which may be liable to the lnsured because of injury or damage to which this
insurance may also apply; and
vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur
any expense, other than for first aid, without the lnsurer's prior consent.
3. Cooperation
With respect to both Goverage A - Excess Follow Form Liability and Coverage B - Umbrella Liability,
the Named lnsured will cooperate with the lnsurer in addressing all claims required to be reported to
the lnsurer in accordance with this paragraph O, Notice of Claims/Crisis Management Event/Covered
Accident, and refuse, except solely at its own cost, to voluntarily, without the lnsurer's approval,
make any payment, admit liability, assume any obligation or incur any expense related thereto.
P. Notices
Any notices required to be given by an lnsured shall be submitted in writing to the lnsurer at the
address set forth in the Declarations of this Policy.
O. Other lnsurance
lf the lnsured is entitled to be indemnified or otherwise insured in whole or in part for any damages or
defense costs by any valid and collectible olher insurance for which the lnsured otherwise would have
been indemnified or oth€rwis€ insured in whole or in part by this Policy. rhe limits of insurance specified
in the Declarations ol this Policy shall apply in excess of, and shall not contribute to a clalm, incldent or
such event covered by such olh6r insurance.
With respect to Covolago A - Excess Follow Form Llability only, if:
a. the Namcd lnsured has agreed ln writing ln a contract or agreement with a person or €ntity that
this insurance would be primary and would not seek contribution from any other insurance
avsilabl€;
b. Underlying lnsurance includes that person or entity as an additional insured; and
c. Underlying lngurance provides coverage on a primary and noncontributory basis as respects that
person or entity;
then this insurance is primary to and will not soek contribution from any insurance policy where that
person or entity is a named insured.
R. Premium
All premium charges under this Policy will be computed according to the lnsurer's rules and rating plans
that apply at the inception of the current policy period. Premium charges may be paid to the lnsurer or
its authorized representative.
S. ln Rem Actions
A quasi rn rem action against any vessel owned or operated by or for a Named lnsured, or chartered by
or for a Named lnsured, will be treated in the same manner as though the action were in personam
against the Named lnsured.
T. Separation of lnsureds
Except with respect to the limits of insurance, and any rights or duties specifically assigned in this
Policy to the First Named lnsured, this insurance applies:
1. as if each Named lnsured were the only Named lnsured; and
2. separately to each lnsured against whom a claim is made.
U. Transfelof lnterest
lnc.
Form No: CNA755o4XX 103-2015t
Pollcy Pag€: 2l of 32
Underwiting Company: The Conlinental lnsur{nce Company,333 S. Wabash Ave-
Chicago, lL @604 ! Copyrighr CNA All Bights R€served
Policy No: CUE 6056871852
Pollcy Page: 33 of 56
Umbrella Wavior of Subroqation wording in fbrm
CTUA CNA Paramount Excess and Umbrella Liability
Frllc';
Assignment of interest under this policy shall not bind the lnsurer unless its consent is endorsed hereon.
V. Unlntentional Omlssion
Based on lnsurer's reliance on the Named lnsured's representations as to existing hazards, if the Named
lnsured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the
lnsurer will not dsny cov€rago undor this Policy bocousc of such failurs.
W Wal',-' ^l nl-h.a at Daaarrorrrv. !rru..re v! lrvvvtut t
The lnsurer waiv€s any right of recovery it may have against any person or organization because of
payments the lnsurer makes under this Policy it the Named lnsured has agreed in writing to walv€ such
rights of rocovery in a contract or agreement, anci only il the contract or agr€ement:
!. is in ettect or becomes eifoctive during the policy period; and
VII, DEFINITIONS
For purposes of this Policy, words in bold foce type, whether expressed in the singular or the plural, have the
moaning 6ot forth b€low.
Advortisemont means a notice that is broadcast or published to the general public or specific market segments
about the Ngmori lngurod'g goodg, productc or sorvicos for tho purposo oI atLrautirlg uuslulllels ol suppoltel's.
For the purposes of this definition:
A. notices that are published include material placed on the lnternet or on similar electronic means of
communication; and
B. regarding web-sites, only that part of a web-site that is about the Named lnsured's goods, products or
services for the purposes of attracting customers or supporters is considered an advertisement,
Aircralt means any machine or device that is capable of atmospheric flight.
Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to
which an lnsured is required to submit by statute or court rule or to which an lnsured has submitted with the
lnsurer's consent.
Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber,
particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried
^-.-^^^-:.+^l L.. ^^., ^+L^, -^^^^url LluLllrllg, llllrdlEu uI rllu9DLcu, ur Lroll5llrrlLEu uy arly uLrror rrroorrr.
Authorized lnsured means any executive officer, member of the Named lnsuted's risk management or in-house
general counsel's office, or any employee authorized by the Named lnsurod to give or receive notice of a claim.
Auto means:
A. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached
machinerV or equipment; or
B. any other land vehicle that is subject to a corlrpulsory or firrancial responsibility law ot other tttotor
vehicle insurance law where it is licensed or principally garaged.
However, auto does not include mobile equipment,
Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation,
shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of
the bodily in.jury, sickness or disease.
Claim means a:
A. suitFdrn No: CNA755O4XX {O3-2O1 b) Policv No: CUE 6056871 852
Policy Page: 22 of 32
Underwriting Company: The Continental lnsurance Company. 333 S Wabash Ave, Chicago, lL 60604 Policy Page: 34 of 56
Ext€N€t Systems, lnc.
Fom No: CNA75504XX (03-2015)
Policy No: CUE 6056871852
Pollcy Page: 34 of 56Folicy Page;
Underwriting
22ol 32
Company: Tho Continental lnsurance Company. 333 S. Wabash Ave.
Chicago, lL 60604
r Copvrighi CNA All Righls Reserved.
Umbrella 30 Days NOC endorsement
CNA CNA Paramount Excess and Umbrella Liability
Policyholcler Notice
POLICY HOLOEN NOTICE. COUNTRYWIDE:l
It is understood and Egr€ed that:
lf the Named lnsured has agroed under written contract to provide notice of cancellation to I psrty to whom tho
Agent of Record has issued a C€rtificate ol lnsurance, and if the lnsurer cancels a policy term d€scrib€d on that
Csrtificate of lnsurance for eny reason other than nonpayment of premium, then notice of cancellation will bo
provided tO 6uch Certilicate holders at l€ast 30 days in advance of the date cancellation is effecrive,
lf notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with
the Agent of Record will be sufficient to prove notice.
Any failure by the lnsurer to notify such persons or organizations will not extend or invalidate such cancellation,
or impose any liability or obligation upon the lnsurer or the Agent of Record.
All other terms and conditions of the policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the policy issued by the designated lnsurers,
takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another
effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy
unless another expiration date is shown below.
ExteNet Systems, lnc.
Company, 333 S. Wabash Ave.
Policy No: CUE 6056871852
Policy Page: 3 of 56
'q' Copyright CNA All Rights Rsserved.