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Proposed Conduit License Agreement with ExteNet Systems, Inc. Copyrighted November 19, 2018 City of Dubuque Consent Items # 37. ITEM TITLE: Proposed Conduit License Agreement with ExteNet Systems, Inc. SUMMARY: City Manager recommending approval of a Conduit License Agreement with ExteNet Systems, Inc. for the use of City of Dubuque owned and operated conduit. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type Conduit License Agreement with E#eNet-NNM Memo City Manager Memo Staff Memo Staff Memo ExteNet Dubuque Conduit Agreement Final 11.7.2018 Supporting Documentation EXTENET License for Nonfranchised Communications Supporting Documentation System_082517 THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proposed Conduit License Agreement for the Use of City of Dubuque Owned and Operated Conduit DATE: November 14, 2018 Information Services Manager Chris Kohlmann, Civil Engineer II Dave Ness and Sustainable Innovation Consultant David Lyons recommend City Council approval of a Conduit License Agreement with ExteNet for the use of City of Dubuque owned and operated conduit. This agreement proposes to: • License approximately 37,312 lineal feet of City-owned conduit for co-location of ExteNet fiber; • Build approximately 10,846 lineal feet of new conduit/fiber of which 3,265 linear feet of conduit will be "new City conduiY' built on behalf of the City that will be subsequently owned and maintained by the City. The market value provided to ExteNet by the City of Dubuque for the Licensed Conduit is equal to $408.480.00. In consideration of the City's license of the conduit, ExteNet will remit an annual payment to the City of$14,178.56 each year for the proposed 20 year term. The value of ExteNeYs build out of new City conduit ($293,748.42) and lease payments to the City ($283,571 .20) provides a total value to City of$577,391 .62. I concur with the recommendation and respectfully request Mayor and City Council approval. �� �� ��� Mic ael C. Van Milligen �� � MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Chris Kohlmann, Information Services Manager Dave Ness, Civil Engineer II David Lyons, Sustainable Innovation Consultant 2 Dubuque THE CITY OF U� � All-America City 1 / Masterpiece on the Mississippi � 200�•zoiz•zois•zoi� TO: Michael C. Van Milligen, City Manager FROM: Chris Kohlmann, Information Services Manager Dave Ness, Civil Engineer II David Lyons, Sustainable Innovation Consultant SUBJECT: Proposed Conduit License Agreement for the use of the City of Dubuque Owned and Operated Conduit DATE: November 9, 2018 INTRODUCTION The purpose of this memo is to request approval of a Conduit License Agreement for the use of the City of Dubuque Owned and Operated Conduit with ExteNet. BACKGROUND As a smaller metropolitan area, Dubuque faces significant challenges to continue to grow its economy and community. "Connectivity" plays a key role in decision-making by families and companies when deciding where to locate. In this new "work from anywhere, connect from everywhere" society they want to locate where there is globally competitive broadband and telephony services. It has become the "4th Utility". Just as it is no surprise that companies and families won't locate where there is no access to electricity, gas or water, the same is now true for broadband fiber and mobile telephony. In 2016 the City of Dubuque undertook its Broadband Acce/eration Initiative. The Initiative focuses on public/private collaborations and includes a comprehensive strategy to reduce the cost and time required for broadband expansions in Dubuque. One effort within that strategy is the use of "Licensing Agreements", where an overall legal, structural and financial relationship is established between the City and broadband providers and approved by City Council for co-location and fiber optic and conduit builds. ExteNet, a Delaware corporation, authorized to provide wholesale intrastate telecommunications services in the State of lowa, designs, owns and operates multi- carrier, often referred to as "neutral-host" fiber optic networks and conduit systems. ExteNet would provide a wide range of lease and service options to 3rd party tele- communication providers in Dubuque. In 2017 ExteNet was granted a License for Nonfranchised Communications System in the Public Right of Way by the City of Dubuque. DISCUSSION This agreement proposes to: • License approximately 37,312 lineal ft of city owned conduit for co-location of Extenet fiber; • Build approximately 10,846 lineal ft of new conduit/fiber of which 3,265 linear ft of conduit will be "new city conduiY' built on behalf of the city that will be subsequently owned and maintained by the city. Attached please find a Fiber Route Map shown as "Joint Appendix A" of the proposed agreement showing the routes and locations of this build. The City will maintain ownership of all licensed conduit. BUDGETIMPACT The costs for ExteNet to build out the new city conduit, and subsequent value after transfer to the City is approximately Two Hundred Ninety-Three Thousand Seven Hundred Forty-Eight and 42/100 ($293,748.42) Dollars. Also, in consideration of the City's license of the conduit, ExteNet will remit an annual payment to the City in the amount of Fourteen Thousand One Hundred Seventy-Eight and 56/100 ($14,178.56) Dollars each year for the proposed twenty (20) year term. The fee is based off a linear foot fee of$0.38, multiplied by the total linear foot of conduit being licensed to ExteNet equal to 37,312 linear feet. The fee shall be payable within thirty (30) days from the date that ExteNet completes construction and placement of its fiber optic cable within the City licensed conduit and each year on the anniversary of the agreemenYs commencement date. The market value provided to ExteNet by the City of Dubuque for the Licensed Conduit is equal to Four Hundred Eight Thousand Four Hundred Eighty and 00/100 ($408.480.00) Dollars. The value of ExteNeYs build out of new City conduit ($293,748.42) and lease payments to the City ($283,571 .20) provides a total value to City of Five Hundred Seventy-Seven Thousand Three Hundred Ninety-One and 62/100 ($577,391 .62) Dollars. ACTION REQUESTED Please review the memo and Agreement and let us know of any questions. We would respectfully request your approval and would ask that you forward this information to the Dubuque City Council with a recommendation for their approval and execution of the agreement. Thank you. Cc: Barry Lindahl, Senior Counsel Steve Brown, Engineering Project Manager Tracey Stecklein, City Attorney's Office Anita Gonyier, Confidential Account Clerk 2 0 0 , o 0 'i o rn . . 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Evidence of agreement with other utilities/entities/companies if their facilities are to be used as part of the proposed work j. Traffic control pian $ List any other pertinent information relating to this project: 9. This ficense will expire ten (10) years from the date of issuance, or as otherwise determined by the City Manager. Expiration date: ��"�-� ,���� 5.-�,� �'<� � �0.lowa One-Cali registration may be required by state Law and can be accomplished by calling 1-800-2929-8989. Submit documentation to the City Engineering of One- Caii membership when received 11.Applications must be submitted a minimum of fihree (3) weeks in advance to allow for proper review. Size and complexity of a project may require additional review time. if the applicant's proposed work interferes with the City's current or proposed installations, the City may deny the application. If the City accepts the application and grants the license, the applicant must coordinate with the City Engineering : Department to ensure no conflicts of work crews will occur. 12.Proof of insurance required by City Code of Ordinance Title 11 Rights af Way, Chapter 1 Nonfranchised Communication Systems in the Public Right of Way, Sec. 11-1-9. ,'�;� Da.r�ccrt%ur Signed 07/24/2017 Date 8/7/2017 i i � exTe n eT Mobile Connectivity Everywhere UPS Overnight November 14, 2018 Chris A. Kohlmann, Manager Information Services Department City of Dubuque, IA 1300 Main Street Dubuque, IA 52001 Re: Conduit License Agreement between the City of Dubuque, IA and ExteNet Systems, Inc. Dear Chris: Enclosed you will find two (2) sets of the above-mentioned agreement which have been partially executed by ExteNet Systems, Inc. Please have the agreement counter -executed and return one (1) original to: Cathy Hapanionek ExteNet Systems, Inc. 3030 Warrenville Road Suite 340 Lisle, IL 60532 You will also find the Certificate of Liability Insurance as outlined in the agreement. Lastly, please ensure to write in the effective date on page one of each agreement. Sincerely, Dalia Holmes Project Coordinator/External Relations Enclosures cc: Linda Rooney ExteNet Systems, Inc. (P) 630-505-3800 a (F) 630-577-1332 3030 Warrenville Rd. Lisle, IL 60532 www.extenetsystems.com CONDUIT LICENSE AGREEMENT For the use of the City of Dubuque owned and operated Conduit This Condit e Agreeme t ("Agreement"), dated for reference purposes the / dayMof 14 icen 201(the "Effective Date"), is made and entered into by and between ExteNet Systems, Inc., ("ExteNet"), and the City of Dubuque, Iowa ("the City"). The City and ExteNet are sometimes referred to herein individually as a "Party" or collectively as the "Parties." Background WHEREAS, this Agreement is made in light of the following premises and circumstances, all of which are a part of this Agreement: A. ExteNet, a Delaware corporation authorized to provide wholesale intrastate telecommunications services in the State of Iowa, will be the owner of certain fiber optic cables comprising a telecommunications facilities network that ExteNet plans to install over the public rights of way ("ROW") and in Conduit Licensed by the City under the ROW within the geographic boundaries of the City for the provision of telecommunications service (the "Network"); B. The City is entitled to manage the public ROW and to require fair and reasonable terms of process and compensation based on principles of ROW preservation and cost recovery as a condition to allowing ExteNet access to the ROW; the City is a political subdivision of the State of Iowa with jurisdiction over the ROW for certain purposes and is the owner of the City Conduit, identified as approximately 37,312' linear feet of City owned Conduit, identified in orange and pink of the Fiber Optic Map as noted on Appendix A located within the ROW along the Planned Fiber Route, for the placement of ExteNet's Fiber Optic Cable; C. ExteNet will build out approximately 10,846 linear feet of new conduit ("New Conduit Area"): 1) 7,581 linear feet of the New Conduit Area, identified in purple, blue and light green of Appendix A, will be built, maintained and operated by ExteNet and will be the subject of a certain License for Non -Franchised Communications Systems in the Public Right of Way, having an issuance date of August 25, 2017 (the "New ExteNet Conduit"); 2) 3,265 linear feet of the New Conduit Area, identified in blue and light green of Appendix A will be built out for and on behalf of the City, and shall become the sole property of the City following ExteNet's completion of construction (the "New City Conduit"); and D. The City and ExteNet desire to enter into this Agreement to govern the terms and conditions under which City will license space within the City Conduit to accommodate the installation and maintenance of ExteNet's Fiber Optic Cable in connection with implementation of the Network installation in the ROW. 1107181ba1 Agreement Terms and Conditions NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the City and ExteNet, for valuable consideration, the sufficiency of which is hereby acknowledged, hereby agree as follows: SECTION 1. DEFINITIONS. For the purpose of this Agreement, the following terms when used herein shall have the following meanings: "Access Point" means a Manhole, Vault, Handhole, Junction Box or Pedestal through which the City Conduit may be accessed for the purposes of running and accessing fiber optic cable. "Authorized Contractors" means third party contractors (whether independent or affiliated with the City) that have been approved and authorized by the City to utilize Access Points and to make splices or perform other work on the fiber optic cable as provided for in this Agreement. "City Conduit" refers to the physical pipe or tube owned by the City through which fiber optic cable is run from Access Point to Access Point throughout the geographic area of the City. "Fiber Optic Cable" means 144 strands of micro -fiber or other optical fiber and components as approved by the City to be installed by ExteNet in the City Conduit or New ExteNet Conduit or the fiber installed in City Conduit depicted in the Fiber Route Map as the Fiber Route Map may changed by the Parties from time to time. "Fiber Route Map" means the map of the composite routes of the various Fiber Segments comprising the fiber cabling to be installed as part of the Network, as depicted on the map attached as part of Joint Appendix A as the same may be modified during or after construction of the Network. The Fiber Route Map in Joint Appendix A shall be replaced with an "As -Built" Fiber Route Map following completion of the Network and thereafter shall be updated from time to time as necessary to reflect modifications to the Fiber Segments or additional Fiber Segments comprising ExteNet Cable made in accordance with the provisions of this Agreement. "Fiber Segment" means a continuous run of multi -strand fiber optic cable covering a portion of the fiber cable route shown on the Fiber Route Map. "Handhole" means a buried box, with a lid that is even with the surface of the ground, used to store, terminate, splice or transfer fiber optic cable and access conduit. 2 "Junction Box" means a box where fiber optic cable splices and connections are made and accessed and to access conduit. "Licensed Conduit" means approximately 37,312' linear feet of the conduit specifically identified in Joint Appendix A, as the same may be modified in accordance with this Agreement, in which space shall be reserved and/or designated for ExteNet to "pull" or "run" and then maintain its Fiber Optic Cable in accordance with and subject to the terms of this Agreement. "Manhole" means a subsurface enclosure which qualified personnel may enter and use for the purpose of installing, operating and maintaining facilities. "New Conduit Area" means the area identified as approximately 10,846 linear feet of new conduit to be constructed by ExteNet a portion of which shall comprise of ExteNet's New Conduit and a portion of which shall comprise of the New City Conduit. Following the completion of construction of the New City Conduit by ExteNet, the City shall become the exclusive owner of the New City Conduit, without any requirement to transfer by documentation or otherwise, and the City shall be solely responsible for such New City Conduit, and the City shall forever release, discharge and hold ExteNet harmless from any and all claims actions, losses, damages, costs and expenses including but not limited to reasonable attorney's fees arising out of or in connection with (or claimed to arise out of or in connection with) the New City Conduit. It is the intent of the Parties that ExteNet's costs to construct the New City Conduit will be offset against the Fees calculated in Section 2.5. "Pedestal" means an above ground structure used to store, terminate, splice or transfer, or access conduit containing fiber optic cable. "Vault" means an underground structure used to store, terminate, splice or transfer, or access conduit containing fiber optic cable. SECTION 2. LICENSE. 2.1 License Grant. Subject to the terms, conditions and limitations set forth herein, the City hereby grants to ExteNet a license and right for the use of the Licensed Conduit for the installation and maintenance of fiber optic cable owned or employed by ExteNet. The duration of the foregoing license shall continue for twenty (20) years (the "Initial Term"), with five (5) year extensions at the mutual agreement of the parties (the "Renewal Term"). The City or its successors in interest shall give ExteNet prior written notice and a reasonable opportunity to assume responsibility for maintaining and operating each Conduit Segment before removing such Conduit Segment or ceasing to use such Conduit Segment for the provision of services. Except where the City is otherwise legally obligated to remove a Conduit Segment in a shorter period of time, such prior notice shall be given at least ninety (90) days in advance of such removal. Notwithstanding the foregoing, in the event that (i) the City or its successor in interest proposes to cease using 3 a Conduit Segment for the provision of services to customers and (ii) such Conduit Segment contains Fiber Optic Cable owned and that is in use by ExteNet, ExteNet shall have the option, in order to avoid removal of such Conduit Segment, of assuming responsibility for the operation and maintenance of Conduit Fiber Segment. 2.2 Scope of Grant. (i) The City shall provide ExteNet with access to the City Conduit. To the extent that the City has authority to use and authorize third party use of Access Points, it will grant permission to Authorized Contractors to use such Access Points for installation, splicing and maintenance of fiber in the City Conduit as directed by ExteNet and at ExteNet's sole cost. The City shall have no obligation whatsoever to install any additional conduit to allocate any additional space in existing the City Conduit to meet the needs of ExteNet. (ii) ExteNet shall undertake to obtain and provide all approvals, authorizations, coordination and supervision that is necessary in connection with its use of the City Conduit and installation of ExteNet's Fiber Optic Cable. Without limiting the foregoing, ExteNet shall have the sole responsibility for performing all activities and paying all costs necessary to install its Fiber Optic Cable within the City Conduit, make the Fiber Optic Cable operational, including but not limited to: (i) splicing the Fiber Optic Cable to achieve interconnection between or within the applicable Fiber Segments and between the Fiber Optic Cable and fiber optic cable belonging to others, and (ii) providing, attaching and interconnecting equipment, electronics and lasers as required to transmit or receive optical signals via ExteNet's Fiber Optic Cable installed in the City Conduit. ExteNet shall further have the sole responsibility for paying all costs of constructing or otherwise providing facilities needed to connect the City Conduit and ExteNet's Fiber Optic Cable to any other network or facilities via appropriate Access Points. Except as otherwise approved by the City (such approval not to be unreasonably withheld) all installation of Fiber Optic Cable in the City Conduit shall be carried out only by Authorized Contractors and, to the extent practicable, only during regularly scheduled maintenance windows or at other times that are reasonably convenient for the City. During the placement of ExteNet's Fiber Optic Cable, to the extent that the City Conduit is damaged and ExteNet is unable to access such City Conduit, ExteNet agrees to notify the City of any damaged City Conduit and the City agrees to make repairs or replacements of City Conduit within a reasonable time following the City's receipt of notice of such damage or permit ExteNet to make such repairs and reimburse ExteNet for the costs of such repairs. (iii) The City and ExteNet agree and acknowledge that ExteNet's use of the Licensed Conduit and installation of ExteNet's Fiber Optic Cable within such City Conduit does not and will not create or convey to ExteNet any ownership or property rights of any nature in the City Conduit or in any City Fiber Optic Cable installed therein or of any Access Points or of the Network. ExteNet may not 4 encumber, offer as collateral, or allow any third -party claims of any type on or against the City Conduit. (iv) In the event that ExteNet or any agency thereof fails or refuses to give any approval or issue any permit that is purportedly required for the construction and installation of the Network or otherwise takes action to prevent or prohibit construction or implementation of the Network substantially as proposed by the City in the materials it has heretofore submitted to ExteNet or other division with jurisdiction, then the license and right with respect to the Licensed Fiber as provided in this Agreement shall, without any action on the part of the City other than the giving of written notice thereof, be entirely null and void and of no further force or effect. 2.3 Designation of Licensed Fiber Strand. (i) At any time following the execution of this Agreement, ExteNet may notify the City of its desire to access the City Conduit reserved for its use by the City. Such notice shall be written and shall be provided no fewer than sixty (60) days prior to the date on which ExteNet desires to access the City Conduit for purposes of installation of Fiber Optic Cable. ExteNet's notice shall identify all of the following: (1) ExteNet's planned use for the Fiber Optic Cable to be installed in the City Conduit, (2) the specific portions of the City's Conduit in which ExteNet intends to install, light and use Fiber Optic Cable, (3) the Access Points ExteNet desires to use (if any) to access and splice the Fiber Optic Cable to be run within the City Conduit and (4) all personnel or contractors that ExteNet proposes to use to perform any work activity involving the Fiber Optic Cable, including but not limited to construction and installation of fiber drops or laterals to ancillary Access Points or to lasers, electronics or other equipment, facilities or networks for purposes of lighting and using the Fiber Optic Cable, and (5) ExteNet's plans for interconnecting with and using the Fiber Optic Cable to be run within the City Conduit, including relevant technical and functional network specifications and design criteria for ExteNet's systems that may facilitate consultation and cooperation of ExteNet and the City in the interest of efficient and effective implementation of ExteNet's plans in accordance herewith. (ii) Within twenty (20) days following receipt of such initial notice, the City shall provide ExteNet with a color -coded diagram designating the specific City Conduit that have been designated as the available for ExteNet to run Fiber Optic Cable for all purposes hereunder (iii) The City shall have the right to determine in advance whether ExteNet's personnel and/or proposed contractors are qualified to perform such work activities and may disapprove any proposed personnel or contractor in its sole reasonable discretion. The City shall identify the reasons for such disapproval in writing and ExteNet may propose alternate personnel or contractors. 5 (iv) ExteNet is solely responsible for obtaining all public, private or government approvals, authorizations, permits, certifications, easements, rights of way and attachment rights beyond those required for installation and maintenance of the City Conduit, if any, that are necessary in order for ExteNet to install, light, and transmit or receive signals using the Fiber Optic Cable installed in the City Conduit, and shall provide documentary evidence thereof as and when reasonably requested by the City. (v) At ExteNet's request or in the event that the City refuses to approve ExteNet's selected contractor as an Authorized Contractor, the City will either propose or exert commercially reasonable efforts to cause one of its Authorized Contractors to propose to perform the work necessary for ExteNet's installation and maintenance of proposed Fiber Optic Cable within the City Conduit on a time and materials basis at then prevailing commercially reasonable rates for work of substantially similar complexity and difficulty in the relevant market. 2.4 Limitations and Requirements for Use of the City Conduit. (i) The City and ExteNet agree and acknowledge that ExteNet may use the City Conduit to place and utilize Fiber Optic Cable for any lawful purpose for which the Fiber Optic Cable is technically suited, provided that ExteNet shall use the Fiber Optic Cable solely for its business purposes. (ii) If the City determines for any reason that it is necessary to relocate, modify, underground or otherwise alter ("Relocation or Modification") all or any portion of the City Conduit, the City shall provide ExteNet written notification prior to making the proposed relocation, modification or alteration. Such notice shall be given at least sixty (60) days in advance except in circumstances in which the City is legally obligated to take action more promptly and the prior notification requirement of this section shall not apply to emergency situations, in which case the City will give notice as quickly as is reasonably practicable. City, ExteNet and any other conduit licensees shall share the costs of such relocation or modification based upon the percentage of conduit being used by each. (iii) Any Fiber Optic Cable, equipment, electronics, lasers, or other network facilities provided by ExteNet shall be installed and maintained in accordance with the requirements and specifications of then current editions of the National Electrical Code (NEC), and the National Electrical Safety Code (NESC), each of which are incorporated by reference in this Agreement. Further, ExteNet and its consultants and contractors shall at all times comply with the applicable rules and regulations of the Occupational Safety and Health Act of 1970 (OSHA), with all applicable state and federal statutes and laws, and with all applicable regulations, rules and orders issued by any state or federal agency having jurisdiction thereof, including without limitation the Federal Communications Commission, the Iowa Utilities Board, or other applicable regulatory agency. 6 (iv) The City reserves the right to make periodic inspections at any time of any part of ExteNet's Fiber Optic Cable equipment, electronics, lasers, or facilities (including interconnected fiber or copper cable) utilized by ExteNet in conjunction with the subject Fiber Optic Cable for purposes of assuring compliance with the terms and conditions hereof and with applicable laws, rules and regulations as reasonably necessary to prevent or detect interference with or damage to the Network or breaches of ExteNet's obligations hereunder. Except in the case of an emergency, the City shall give ExteNet not less than 48 hours' notice before carrying out such inspections and ExteNet shall be permitted, but not required, to have a representative present for such inspections. Such inspections shall be conducted at the City's expense unless the City determines that ExteNet is not in compliance with the terms of this Agreement. In such instance, ExteNet shall be responsible for paying the City for all reasonable costs incurred by the City in making the inspection. ExteNet agrees that such periodic inspections by the City, or the failure to do so, shall not relieve ExteNet of any responsibility, obligation or liability whether assumed under this Agreement or otherwise existing. 2.5 Fees. (i) The Parties acknowledge and agree that the costs for ExteNet to build out the New City Conduit, is approximately Two Hundred Ninety -Three Thousand Seven Hundred Forty -Eight and 42/100 ($293,748.42) Dollars. The market value provided to the City of Dubuque for the build out of the New City Conduit by. ExteNet, and its subsequent conveyance to the City following the completion of construction as of the execution of this agreement is equal to Two Hundred Ninety - Three Thousand Seven Hundred Forty -Eight and 42/100 ($293,748.42)) Dollars. In consideration of ExteNet's build out of the New City Conduit, the Parties acknowledge and agree that, following the execution of this Agreement and during the period in time in which ExteNet is building out the New City Conduit, there may be additional costs incurred by ExteNet. ExteNet will be permitted to offset these additional costs against the Fee, identified below, by providing additional documentation to the City to substantiate such additional costs, provided that such costs are commercially reasonable. (ii) In consideration of the City's license of the Licensed Conduit, the Parties agree that ExteNet shall remit an annual payment to the City in the amount of Fourteen Thousand One Hundred Seventy -Eight and 56/100 ($14,178.56) Dollars (the "Fee"). The Fee is based off a linear foot fee of $0.38, multiplied by the total linear foot of conduit being licensed to ExteNet equal to 37,312 linear feet. The Fee shall be payable within thirty (30) days from the date that ExteNet completes construction and placement of its Fiber Optic Cable within the City Conduit (the "Commencement Date") and on the anniversary of the Commencement Date thereafter. The market value provided to ExteNet by the City of Dubuque for the Licensed Conduit is equal to Four Hundred Eight Thousand Four Hundred Eighty and 00/100 ($408,480.00) Dollars. 7 (iii) The value for ExteNet's build out of the New City Conduit has been subtracted from the value of the Licensed Conduit and amortized on a per foot basis, over the twenty (20) year term of this Agreement resulting in the reduced per linear foot fee of $0.38 for a total of Two Hundred Eighty -Three Thousand, Five Hundred Seventy -One & 20/100 ($283,571.20) Dollars. (iv) In the unlikely event that this Agreement is terminated for any reason prior to the completion of the Initial Term, based upon a default of the Agreement by the City, the Parties agree to negotiate in good faith a pro -rata refund to ExteNet of the Fee. If the Parties cannot resolve the dispute between them as to the pro -rata refund, either Party may seek resolution of such dispute in a court of appropriate jurisdiction. SECTION 3. MAINTENANCE 3.1 The City shall maintain all the New City Conduit, City Conduit and facilities interconnected with or comprising a part of the City Conduit and Fiber Optic Cable that are owned by the City, provided that the City's obligation to maintain such facilities shall not in any way extend beyond the term of any other agreement with ExteNet for ROW use or equipment attachments to ExteNet's facilities and provided further that such obligation shall cease earlier as to any City Conduit segments with respect to which the City and its successors in interests either: (1) loses the necessary attachment and access rights to enable such maintenance; or (2) permanently ceases to use such City Conduit Segments for the provision of services to their customers, provided that before removing any such Conduit Segment the City gives ExteNet prior written notice and an opportunity to assume responsibility for maintaining and operating such Conduit Segment as provided in Section 2.1. 3.2 ExteNet shall have sole responsibility for maintaining all of its Fiber Optic Cable, equipment, electronics, lasers, and other facilities installed in the City Conduit or interconnected to the Fiber Optic Cable installed in the City Conduit. ExteNet shall maintain its equipment, electronics, lasers and interconnecting fibers and facilities in good repair and in a manner that will not interfere with, or degrade the quality or reach of any signal, transmission or telecommunications carried on the City owned Fiber Optic Cable. If ExteNet's equipment or facilities should cause any type of interference with, or degradation of, any signal, transmission or telecommunications on the City Fiber Optic Cable, ExteNet agrees to correct the condition. Such correction shall be made within three (3) hours for any problem causing interference or disruption of any signal, transmission or telecommunications on the City Fiber Optic Cable. Such correction shall be made within six (6) hours for any problem causing a degradation, but not disruption, of any signal, transmission or telecommunications on the City Fiber Optic Cable. If ExteNet fails to take such corrective action, the City may in its sole discretion correct said condition at ExteNet's expense. The City shall notify ExteNet in writing prior to performing such work whenever practicable. When the City reasonably believes, however, that such conditions pose an immediate threat to public safety or interfere with the performance of the City's service obligations to its customers, or pose an immediate threat to the physical integrity of the City Fiber Optic Cable or other facilities, the City may perform such work 8 and/or take such action, including temporary disconnection of ExteNet's equipment and facilities from the City Fiber Optic Cable, that it reasonably deems necessary without first giving written notice to ExteNet. ExteNet shall be responsible for paying the City for all reasonable costs incurred by the City in taking such corrective actions if the City shows that the problem was in fact caused by ExteNet's equipment or facilities. In the latter case, the City shall bear the cost of any reconnection or restoration of ExteNet's equipment or facilities that is made necessary if after correction of interference, disruption or degradation, it is found to not be caused by any of ExteNet's facilities. The City shall be indemnified by ExteNet for such work in accordance with Section 4 below. SECTION 4. LIABILITY AND DAMAGES. 4.1 Only as arising under this Agreement and not in its capacity as a municipality or otherwise, ExteNet, its personnel, agents and contractors shall exercise reasonable caution to avoid damaging the facilities of the City and shall make an immediate report to the City by contacting City non -emergency dispatch at 563-589-4415 or email to dnesscityofdubuque.orq, of the occurrence of any such damage or possible damage caused by its personnel, agents or contractors. ExteNet agrees to reimburse the City for all reasonable costs incurred by the City for repair of such facilities damaged by ExteNet, its personnel, agents and contractors. 4.2 Only as arising under this Agreement and not in its capacity as a municipality or otherwise, ExteNet shall be liable to the City for all of its actions or omissions that cause damage to the City Fiber Optic Cable, the Access Points and all other facilities and equipment associated with the Network, or that interfere with, disrupt or degrade the quality or reach of any signal, transmission or telecommunications carried on the City Fiber Optic Cable or the Network, but shall not be Liable for any special, indirect, or consequential damages arising from ExteNet's actions or omissions. 4.3 Neither the City or ExteNet shall not be liable to the other for any special, indirect, or consequential damages arising from any interruption or degradation of such Party's communications carried on Fiber Optic Cable. SECTION 5. MUTUAL INDEMNIFICATION. 5.1 Each of the City and ExteNet (as "Indemnifying Party") hereby agrees to indemnify, defend and hold harmless the other (as "Indemnitee") from and against any third party demand, claim, action, suit or proceeding ("Claim") and any resulting loss, liability, cost, expense or fine, including court and appeal costs and reasonable attorneys' fees and expenses ("Losses"), that are caused by or arise out of the actual or alleged acts or omissions, whether negligent or willful, of the Indemnifying Party, its personnel, agents or contractors, in connection with the performance under this Agreement or otherwise in connection with the construction (including any excavation) or the installation, operation, maintenance or use of the New City Conduit, City Conduit or any equipment or facilities interconnected or associated therewith. 5.2 Notwithstanding the foregoing, each party's respective obligations as an Indemnifying Party under paragraph 5.1 above shall not include any liability or obligation to defend: (i) To the extent that Losses arise out of or are caused by the Indemnitee's intentional misconduct and/or negligence; (ii) To the extent that the defense of any Claim is prejudiced, or the resulting Losses are caused by the Indemnitee's failure or refusal to provide the Indemnifying Party with timely notice of the Claim, or to cooperate in the defense thereof, or are caused by the Indemnitee entering into a settlement or compromise of the Claim without the prior written approval of the Indemnifying Party; or (iii) To the extent that Losses result from the Indemnitee's failure or refusal to take commercially reasonable actions as the Indemnifying Party may request, and at the Indemnifying Party's sole cost and expense, in order to mitigate or lessen such Losses. 5.3 The Indemnitee shall give the Indemnifying Party timely written notice of any Claim covered by this Section 5. The Indemnitee shall tender the defense of the Claim to the Indemnifying Party and such defense shall be carried out under the control and at the expense of, the Indemnifying Party. The Indemnitee may participate in the defense of a Claim at any time, provided that, during all periods in which such defense has been assumed and is being carried out by the Indemnifying Party with qualified counsel, the incremental costs of the Indemnitee's participation shall be at its own expense. The Indemnifying Party may not agree to any settlement of Claims affecting the Indemnitee's operations or finances without the Indemnitee's prior written approval, provided that if such approval is unreasonably withheld or delayed, then the Indemnifying Party's obligations under this Section 5 shall be limited to the Losses that would have been incurred if such settlement had been approved. 5.4 Notwithstanding anything herein to the contrary, ExteNet shall also indemnify the City against any third -party claims or charges comprising pass-throughs of property taxes imposed upon structures located in the ROW by reason of ExteNet's attachments of facilities to such structures or improvements made to such structures in order to accommodate such attachments. SECTION 6. INSURANCE. 6.1 Without limiting any obligations or liabilities of ExteNet under this Agreement, prior to installing any Fiber Optic Cable within the City Conduit, ExteNet shall procure and maintain during the Term of this Agreement insurance as described in the attached Schedule A as such Insurance Schedule may from time to time be amended by the City. 10 SECTION 7. ASSIGNMENT. 7.1 Upon notice to the City and with the City's consent, which shall not be unreasonably withheld, ExteNet may assign, sub -license, or transfer in any manner, in whole or in part, its rights, duties or obligations under this Agreement. 7.2 The City may not assign, sub -license, or transfer in any manner, in whole or in part, its rights, duties or obligations under this Agreement at any time and for any reason without the prior written consent of ExteNet. 7.3 Neither this Agreement nor any term or provision hereof, nor any inclusion by reference shall be construed as being for the benefit of any person or entity not a signatory hereto. SECTION 8. TERMINATION. The Parties shall have the right to terminate this Agreement and the License granted herein under the following circumstances: 8.1 The City. The City may terminate this Agreement (a) upon thirty (30) days written notice with an opportunity to cure within ten (10) days therefrom in the event that ExteNet commits a material breach of this Agreement, becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute or becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, or uses the Licensed Fiber for any unlawful purpose, or (b) upon sixty (60) days written notice in the event that the City for any reason ceases to have rights to operate and maintain the City Fiber Optic Cable or any significant portion thereof, or (c) immediately upon written notice pursuant to Section 2.2(iv). 8.2 ExteNet. Upon sixty (60) days written notice, ExteNet may terminate this Agreement, for any reason or for no reason (i.e., for convenience), provided that any termination of the Agreement by ExteNet without cause shall not result in any pro rata refund of the Fee set forth in Section 2.5 (iv). 8.3 In the event of termination in accordance herewith for any reason, ExteNet shall remove all Fiber Optic Cable, equipment, electronics, lasers and fiber or other facilities installed by ExteNet in the City Conduit within sixty (60) days after the effective date of the termination. All costs of any kind arising from removal of ExteNet' equipment, lasers and fiber, or other facilities shall be borne entirely by ExteNet. SECTION 9. GENERAL PROVISIONS. 9.1 Notices. (i) All notices required or permitted to be given to either party by the other party under any provisions of this Agreement shall be in writing. Notice shall be deemed served when delivered by hand or sent by a nationally recognized overnight courier service to the other party's address set forth below during normal business hours. 11 If a Notice is mailed, service is deemed complete upon the earlier of actual delivery or the close of business on the third business day following the date when the Notice is placed in a receptacle regularly maintained by the U.S. Postal Service addressed to the party at the address set forth below with postage pre -paid. (ii) Notices shall be given to the following: If to the City: City Clerk City of Dubuque 50 West 13th St. Dubuque, Iowa 52001 With copy to: City Attorney City Hall 50 West 13th Street Dubuque IA 52001 If to ExteNet: ExteNet Systems, Inc. ATTN: CFO 3030 Warrenville Rd, Suite 340 Lisle, Illinois 60532 With a copy to: General Counsel and Vice President of External Affairs at the same address. or to such other addresses and persons as ExteNet or the City may hereafter designate in a notice given in accordance with this Section 9.1. 9.2 Non -Waiver. Failure of the City to take action to enforce compliance with any of the terms or conditions of this Agreement, or to give notice or declare this Agreement or any authorization granted hereunder terminated, or to exercise any right or privilege hereunder, shall not be construed as a continuing or future waiver of such term, condition, right or privilege, but the same shall be and remain at all times in full force and effect. 9.3 Headings. All headings contained in this Agreement are for convenience only and are not intended to affect the meaning or interpretation of any part of this Agreement. 9.4 Governing Law. This Agreement and the rights and obligations contained in it shall be construed in accordance with, and governed by, the laws of the State of Iowa without regard to its choice of law provisions. 9.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed an original, but all of which together shall constitute one and the same instrument. 12 9.6 Confidentiality. The parties acknowledge that ExteNet will disclose proprietary and confidential network and business information to the City in order to perform this Agreement. The City agrees to take all reasonable steps to protect designated proprietary and confidential information from public disclosure, and to make available such information internally only to the City's personnel with a need to know or to its legal counsel. The City shall not disclose designated proprietary or confidential information except as required by state law as determined by City's City Attorney in the City Attorney's sole discretion in response to a formal request pursuant to the applicable Freedom of Information Law. The City shall notify ExteNet within 48 hours of receiving a request under the applicable Freedom of Information Law for proprietary or confidential. If ExteNet does not take such action as it deems appropriate to protect the requested information within seven (7) days of receipt of such notice, the City may disclose the requested information at no cost or liability of any kind to ExteNet. 9.7. Venue. Venue for any complaint, cause, case or action arising from or related to this Agreement shall be in the Iowa District. Court for Dubuque County, Iowa. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. CITY OF DUBUQUE, IOWA B a Li' ATTEST: C Buol, Mayor EXTENET SYSTEMS, INC. By: Oliver M. Valente Its: Executive Vice President and Chief Operating Officer 111,6 ,8 Kevin . Firnstahl, City Clerk F:\Users\tsteckle\LindahI\ greements\ExteNet Dubuque Conduit Agreement Final Clean 11.7.2018.docx 13 Appendix A Fiber Optic Map (Overview) l� t �u a � . � r�1 :i�i��'� E1L' . � '� �{� S. � S ' i 1+ ' � w � � . � i� � ���a � a� �` � sj-� t�p. -+ r ' � ' '�ry r . 1g��kM:. or " � � �r�� � � . �. '�t� " � ?• �� .. ` 4 ,.y 'M '. +�k�f r. . e , r . x� Yr:.� � �� � �,�rW ,�� '� ,- '.�� �y } . tl�+�,rA.i't� � �� i � .: p° e � - '� �, �fy � � .: ory . :.: yT :s� �yF � :y ..� ( �' i .'r}�J�� �.� � ,n r .:,� � f' �`r � k� ,�, `. 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L.�y;u.t� ��tv ��� � � : { -e .}fr �M1 �A�,. a� '• � p N rf � � J .� f` �JS� '� �M'. iJ� � ����� . ���l'� k , �=7.1.1oLE � � < Y' f`h��'M � .�r< C {<< ,y� '0ybc • y"-� 4 K�8 't .�s� � IF • M } ^,!. f J � .��ty 'I ` ,; �x N t *� '� �' 1� ✓�� ��� h y I✓ei� :� �Y 'e ,1 t v�,{ y �: �S � � s ` ���� �r � �� "t � t.r "4+� g, . ;; aa�,�Q�}�y'~�'J� ~,^��i., �f r%t� 4 rc- . r •��l�'!F n('� Y�:a`i �v �. �Q `r' ���� ��4� ��� ���,���� � '� �°r �' i`f F .e � �~�lp�.� .�.i � .� r 't�'4 � j`��vY �z '4 , � r}� .4 � s,;�r, � \ ��"j L 4' �' .1 j� ^gF"',�'. �� , ..= r �jC � r , .�_,�„yQ� i� .- 4 ,.� q.;�� � 'y�, ��,� . ._ . n,tt �J� yx+�@w. - y�}ysl4. .� � 1 �''�1i_.fi t *�`� .Y ?� _ J r 'J y . _ N'i�� �� . {� uk �4 W � 'y� IA- .�: ' ��� C� � '. � � �� ' �� . 4�4,t; y �� ��, xxg � r '� � t ,m., �.�: � �,.. ,.,�. �,1 .?`> Orange—fiberthru existing ciry 7-way Pink—pull micro duct in existing ciry conduit,fiber thru one new micro duct Pmple—New build 1-2"ExteNetonly conduit Blue—New build 1-2"ExteNet conduit& 1 ciry 7-way Light Green—New build 1-2"ExteNet conduit, 1-2" Ciry conduit, & 1 ciry 7-way (428' will have an additional 1-2" Ciry conduit) C}�an—Existing CenturyLink Red/I ellow—New build Aerial Green—Existing VZW conduit(Sparta Hub entrance) 14 CITY OF DUBUQUE INSURANCE SCHEDULE A 15 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A 1_ ExteNet Systems, Inc. shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to the lease, license, or permit commencement. All lessees of City property and right of way licensees or permittees shall submit an updated certificate annually. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent Each certificate shall include a statement under Description of Operations as to why the certificate was issued. Eg: Project # or lease of premises at or construction of , or right of way permitted location and description Conduit License Agreement dated 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current A.M. Bests Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque, 4. The lessee, licensee, or permittee shall be required to carry the minimum coveragellirnits, or greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque. 5_ Failure to obtain or maintain Me required insurance shall be considered a material breach of the lease. license. or permit. All required endorsements shall be attached to certificate. Whenever a specific ISO form is referenced the current edition of the form must be used unless an equivalent form is approved by the Finance Director. The lessee, licensee, or permittee must identify and list in writing all deviations and exclusions from the ISO form. lf lessee's, licensee's, or permittee's limits of liability are higher than the required minimum limits then the lessee's, licensee's, or permittee's limits shall be this agreements required limits. 9. Lessee. licensee, or permittee shall require all subcontractors and sub -subcontractors to obtain and maintain during the perfomiance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub -subcontractors. Lessee, licensee, or permittee agrees that it shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the lessee, licensee, or permittee. Page 1 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees November 2017 16 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A (Continued) EXHIBIT I A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence 51,000,000 Fire Damage Limit (any one occurrence) $50,000 Medical Payments 55,000 1) Coverage shall be written on an occurrence. not claims made, torn). The general liability coverage shall be written in accord with ISO form CG0001 or business owners form BP0002. All deviations from the standard ISO commercial general liability form CG 0001, or Business owners form BP 0002. shall be clearly identified. 2) Include ISO endorsement form CG 25 04 'Designated Location(s) General Aggregate Limit.' 3) Include endorsement indicating that coverage is primary and non-contributory. 4) Include Preservation of Governmental Immunities Endorsement (Sample attached). 5) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, ail its employees and volunteers. all its boardscommissions andfor authorities and their board members, employees and volunteers. Use ISO form CG 20 10 (Ongoing operations) or its equivalent. If lessee, licensee. or permittee utilizes TriMes or Segways in the conduct of business, include an endorsement reflecting that these vehicles are not excluded from Commercial General Liability coverage. 6) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory benefits covering all employees injured on the job by accident or disease as prescribed by lowa Code Chapter 85 as amended. Coverage A Coverage Statutory—State of Iowa Employers Liability Each Accident 5100,000 Each Employee -Disease 5100,000 Policy Limit -Disease 5500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Noneiection of Workers' Compensation or Employers' Liability Coverage under lowa Code sec 8722 yes form attached Page 2 of 4 Schedule A Lessees Of City Property, might ight Of Way Licensees or Permittees November 2017 17 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A (Continued) C) ENVIRONMENTAL IMPAIRMENT LIABILITY OR POLLUTION LIABILITY Coverage required: yes X no Pollution liability coverage shall be required if the lessee, contracting party, or permittee has any pollution exposure for abatement of hazardous or contaminated materials including, but not limited to, petroleum products, the removal of lead, asbestos. or PCBs. Pollution product and completed operations coverage shall also be covered. Each occurrence Policy Aggregate S2,000.000 34.000,000 Policy to include job site and transportation coverage. 2) Include additonal insured for The City of Dubuque, including alt its elected and appointed officials. all its employees and volunteers, all its boards. commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 2010. (Ongoing operations) as stated in A(6) above or its equivalent 3) Include Preservation of Governmental Immunities Endorsement 4) Provide evidence of coverage for 5 years after completion of project. 0) PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE, OR PERMIT yes X no Evidence of property coverage provided: yes Included the City of Dubuque as Lender Loss Payable. E) RIGHT-OF-WAY WORK ONLY: UMBRELLA/EXCESS 55,000,0110 _& yes no Umbrella/excess liability coverage must be at feast following form with the underlying policies included herein. Page 3 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees November 2017 18 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees PRESERVATION QF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists arid as it may be amended from Ume to time. Those claims not subject to Code of Iowa Section 670.4 shall he covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque. Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. 4. Non -Denial of Coverage_ The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque. Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, lowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherNise- change or alter the coverage available under the policy, SPECINIEN {DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES) Page 4 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees November 2017 19 1C.' ,1. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/19/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CA #0H64724 1-972-581-4400 IMAIWaldman IMA, Inc. (Dallas Division) 6200 LBO' Freeway Suite 200 Dallas, TX 75240 CONTACT Ashley Harris PHONE FAX (A/C,No, Extl: 972 458-8700 (A/C, No): 972 458-8755 E-MAIL ADDRESS: ashley.harris@imacorp.com INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: CONTINENTAL INS CO 35289 INSURED ExteNet Systems, Inc.; ExteNet Systems (California), LLC; ExteNet Systems New York, Inc.; ExteNet Systems (Virginia) 3030 Warrenville Rd., 3rd FL Lisle, IL 60532 INSURERB: NATIONAL FIRE INS CO OF HARTFORD 20478 INSURER C AMERICAN CAS CO OF READING PA 20427 INSURERD: BERKLEY ASSUR CO 39462 INSURERE: HISCOX INS CO INC 10200 INSURERF: FEDERAL INS CO 20281 COVERAGES CERTIFICATE NUMBER: 51925759 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRL TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 4013130714 01/02/18 01/02/19 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GENII AGGREGATE POLICY OTHER: X LIMIT APPLIES PRO- JECT X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X _AUTOS SCHEDULED AUTOS NON -OWNED 4013130681 01/02/18 01/02/19 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURYPer accident)$ ( PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 6056871852 01/02/18 01/02/19 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25, 000, 000 DED X RETENTION$ 10,000 $ C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A 6056871849 6056871821 01/02/18 01/02/18 01/02/19 01/02/19 X STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 D E F Pollution Liability Professional/Cyber Liability Fidelity/Crime Coverage PCADB-5003433-0118 MPL1869337 596759293 01/27/18 01/27/18 01/27/18 01/02/19 01/02/19 01/02/19 Limit 10,000,000 Limit 10,000,000 Limit 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Dubuque, all its el,.�*=A & appointed officials, employees & volunteers, its boards, commissions and/or authorities G. their board members, employees & volunteers are included as Additional Insured on the General, Automobile and Umbrella Liability Policies if required by written contract or agreement subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION City of Dubuque City Manager 50 W. 13th Dubuque, IA 52001 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) aharris 51925759 © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SUPPLEMENT TO CERTIFICATE OF INSURANCE DATE 01/19/2018 NAME OFINSURED: ExteNet Systems, Inc.; ExteNet Systems (California), LLC; ExteNet Systems New York, Inc.; ExteNet Systems (Virginia) Additional Description of Operations/Remarks from Page 1 Umbrella to policy terms Policies subject conditions. A Waiver of Subrogation is provided in favor of "Additional Insured" on the General, Automobile, Liability and Workers Compensation Policies if required by written contract or agreement subject and conditions. This Insurance is Primary and Non-Contributory on the General, Automobile and Umbrella Liability to policy terms and conditions. Any Exclusion for Liability within 50 feet of railroad tracks has been deleted. 30 Day Notice of Cancellation with respects to the General, Automobile, Umbrella Liability and Workers Compensation Policies if required by written contract or agreement subject to the policy terms and Additional Information: CITY OF DUBUQUE LICENSE FOR NONFRANCHISED COMMUNICATIONS SYSTEM IN THE PUBLIC RIGHT-OF-WAY Date of Issuance: ���:-�5 �: �� / '7 Licensee: ExteNet Svstems, Inc. Keith Davidow, Director— External Relations 3030 Warrenville Rd, Ste 340 Lisle, IL 60532 This License authorizes the Licensee to construct, install, maintain, operate, inspect and remove a communication system on the route shown on the map attached to the License Application identified as Umbrella License to provide mobile connectivitv for wireless service providers, Citv of Dubuque and its citizens thru fiber, small cell and manaqemement of both The authority granted to the Licensee shall be exercised by the Licensee in strict conformity with the accompanying Application and plans and in accordance with all applicable state and federal laws and ordinances of the City of Dubuque, including but not limited Code of Ordinance Title 11 Chapter 1, a copy of which ordinance is attached hereto and incorporated by this reference, as such ordinance may from time to time be amended. Licensee acknowledges that it is subject to any right-of-way management fee ordinance which may be adopted by the City Council. This License does not authorize the Licensee to dig into, excavate in or in any manner break up the public right-of-way in connection with the installation, construction, reconstruction, repair, operation, disconnection or removal of the licensed communication system. Before commencing any such work, the Licensee shall first obtain a permit authorizing such work from the City in accordance with Title 10, Chapter 2-1 of the City of Dubuque Code of Ordinances. CITY OF DUBUQUE, IOWA � ;`��1>.ri � _ . By: e Michael C. Van Milligen, City Manager fi -� .� Dated: �J �-.� , , ,.. Expiration Date: � ��-� 5 ,,� �� -:-� % 071417ba1 CITY �F DUBUQUE, IOWA NONFRANCHISED COMMUNICATION SYSTEMS IN THE PUBLfC RIGHT-�F-WAY LICENSE APPLICATION — UMBR OR PROJECT SPECIFIC 3030 Warrenville Rd.,Ste.340 1. AppliCsnt: ExteNet Systems,Inc. ; Name Address ' Lisle, Illinois 60532 (630) 505-3800 City State Zip Telephone I<eith Davidow>llirector-External 2. ContaCt: Relations 3030 Warrenville Rd.,Ste. 340 L�islee Iliinois 60532 Ad��8�j�252-2000 City State Zip Telephone 3. Ernail: kdavidow@extenetsystems.com �� , t GIA-CLARKEFi-VZW;NGIA-LORASFI-VZW � �.,� ,�� 4. Project e: �; .��� . ��,2 Umbr I +-� r a.., �o��c �°"►`e-✓��ecific Locatio ��`�-J s $ 5. City Code of Ordinance Title 11 Rights of Way, Chapter 1 Nonfranchised Communication Systems in the Public Right of Way is incorporated into this Application and all project requests, as such ordinance may from time to time be amended. Licensee acknowledges that it is aiso subject to any right of way management fee ordinance which may be adopted by the City Council. 6. Statement of purpose, intended use and type of service to be delivered under this license. tiber optic network with mau�ly aerial fiber installation,some underground fiber placement 7. Engineering site plan for the proposed communication system. Include on the site plan and submittaL a. Street names with right of way widths, pavemenfi and sidewalk widths b. Easements c. 4bstacles or improvements fihat are in or near the worlc area. Examples are: existing trees, fences, drainage structures, water stop boxes, ditches and utility vaults d. Horizontai and vertical location and physical size of the proposed utility — photo/sampie Qf above-ground elements e. Proposed construction work method such as "open cut" or directional drill" f. Location and clearances from other existing utilities in work area g. Typical detaii sections where special attention is required for conflicts with other utilities and for special attention required for same restoration work, i.e, pattern/color streetscape, access ramps h. Detailed time schedu{e with particular emphasis on restoration 071417ba1