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ORD 41310 - Agmt with Extenet Systems Inc for master fiber IRU conveyance and conduit sharing QNIAHA,'.v • A,'_`� g�'T; I Public Works Department I'-a C Omaha/Douglas Civic Center % t t.it' =k1 h 1819 Farnam Street,Suite 601 ®,��,f1 �r � October 17, 2017 ==. Omaha,Nebraska 68183-0601 oyro (402)444-5220 �tr�o FEBRUr4 Fax(402)444-5248 City of Omaha Robert G.Stubbe;P.E. Jean Stothert,Mayor Public Works Director Honorable President and Members of the City Council, The attached proposed Ordinance would approve an Agreement between ExteNet Systems Inc. ("ExteNet'`), and the City, regarding the placement of optical fiber communication lines in the City's right-of-way. Under the Agreement, ExteNet would be allowed to. place such communications lines in the City's right-of-way and in City conduit. ExteNet would allow the City to use some of the fiber capacity in ExteNet's communications. lines. ExteNet will be subject to the City's occupation tax for the provision of telecommunication services. The term of this Agreement shall be 20 years. . 'ExteNet Systems Inc. has filed the required Contract Compliance Report Form (CC-1), in the Human Rights and Relations Department. The Public Works Department requests your consideration and approval of the attached Ordinance. ectfully submitted Approve�d� yuttn4 fQ Ro ert:G. Stubbe, P.E. Date Human Rights and Relations Date Public Works Director Departmentlip.i Approved as to Funding: Referred to City Council for Consideration: 4 d_________ -d. 9/ 7 /.I —I/LG^ ,�� vtit../`L )O/.I.9 ) i- --' teph n B. Curtiss ate Mayor's Office Date Finance Director -c) 2005Cgrp ORDINANCE NO. I )31 D AN ORDINANCE to approve the execution of a Master Fiber IRU Conveyance and Conduit Sharing Agreement between the City Of Omaha and ExteNet Systems Inc. ("ExteNet"), providing for ExteNet's usage of City right-of-way and conduit for optical fiber communication lines, and for the City's use of such communication lines; and to provide the effective date hereof. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA: Section I. Notwithstanding any provisions of the Omaha Municipal Code to the contrary, authority is hereby granted and approval hereby given for the execution of a Master Fiber IRU Conveyance and Conduit Sharing Agreement between the City of Omaha and ExteNet, providing for ExteNet's use of City right-of-way and conduit for optical fiber communication lines, and ExteNet's sharing of communication lines with the City. Section 2. That the Mayor of the City of Omaha is authorized to execute and the City Clerk to attest on behalf of the City of Omaha, the said agreement entered into between the City and ExteNet, a copy of which is attached and by this reference made a part hereof. Section 3. This Ordinance, being not of a legislative charter, shall be in full force and take effect immediately up on passage. INTRODUCE 1:Y COL CIL MBER: • , AP�RR9VED BY: S—\-A'ii&- i) OC MAYOR OF THE CITY OF OMAHA DATE PASSED ATTEST: � �-- CITY C K 1 /zh CITY OF OMAHA DATE APPROVED AS TO FORM: �;� -e1 1005grp LCJT ATTORNEY DATE ' Bond No. 0725174 Conduit Attachment Bond Know All Men By These Presents, thatExteNet Systems, Inc. , whose address is 3030 Warrenville Rd., Suite 340, Lisle, IL 60532 , as Principal, and International Fidelity Insurance Company as Surety, are held and firmly bound unto City of Omaha ,as Obligee, in the aggregate sum of Fifty Thousand Dollars and 00/100 $50,000.00 Dollars, for the payment of which sum well and truly to be made, we the Prinicipal and Surety bind ourselves, our heirs, executors, administrators, successors, assigns and trustees, • jointly and severally by these presents, the liability of the Surety being limited to said penal sum regardless of the number of years this bond remains in force or is renewed or of the number of premiums that shall be payable or paid. Whereas, the Principal has entered into a written agreement dated with the Obligee to place and maintain underground cables, equipment, and facilities in their conduits or right-of-way, which agreement sets forth the terms and conditions which govern the use of such poles, which agreement is specifically referred to and made part hereof, with like force and effect as if herein at length set forth. Now, Therefore, The Condition Of This Obligation Is Such, that if the Principal shall perform in accordance with the aforesaid agreement, then this obligations shall be void; otherwise, to be and remain in full force and effect unless cancelled or terminated as set forth below. This bond may be terminated or cancelled by the Surety by giving thirty (30) days prior notice in writing from Surety to Principal and said Obligee, such notice to be given by certified mail. Such termination or cancellation shall not affect any liability incurred or accrued under this bond prior to the effective date of such termination or cancellation. And Provided Further that no action, suit or proceeding shall be had or maintained against the Surety on this instrument unless the same be brought or instituted and process served upon the Surety within twelve (12) months after cancellation of this bond as set forth in the preceding paragraph. Signed, Sealed and Dated this 17th day of August , 2017 ExteNet Systems, Inc. International Fidelity 'surance Company 417 By:, KtY(NW/ By: - SEAL a m ��� t'• / Harold Miller Jr. , Attorn�% '` � HJ * 1.W` • State of Illinois County of Cook SURETY ACKNOWLEDGEMENT (ATTORNEY-IN-FACT) I, Christina Laurendi Notary.Public of Cook County, in the State of Illinois do hereby certify that Harold Miller Jr. Attorney-in-Fact, of the International Fidelity Insurance Company who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed, sealed and delivered said instrument, for and on behalf of the International Fidelity Insurance Company for the uses and purposes therein set forth. Given under my hand and notarial seal at my office in the City of Dupage in said County, this 17th day of August , 2017 'ti Notary Public Christina Laurendi My Commission expires: June 25, 2016 OFFICIAL SEAL CHRISTINA-LAURENDI • NOTARY PUBLIC, STATE OF ILLINOIS My Commission Expires Jun 25, 2020 POWER OF ATTORNEY INTERNATIONAL FIDELITY INSURANCE COMPANY `' ALLEGHENY CASUALTY COMPANY One Newark Center,20t'Floor,Newark,New Jersey 07102-5207 PHONE:(973)624-7200 Bond# 0725174 Principal ExteNet Systems, Inc. Obligee City of Omaha KNOW ALL MEN BY THESE PRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY,a corporation organized and existing under the laws of the State of New Jersey, and ALLEGHENY CASUALTY COMPANY a corporation organized and existing under the laws of the State of New Jersey,having their principal office in the City of Newark,New Jersey,do hereby constitute and appoint Harold Miller Jr. their true and lawful attorney-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof,which are or may be allowed,required or permitted by law,statute,rule,regulation,contract or otherwise, and the execution of such instrument(s)in pursuance of these presents, shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY and is granted under and by authority of the following resolution adopted by the Board of 1 Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 20th day of July,2010 and by the Board of Directors of ALLEGHENY CASUALTY COMPANY at a meeting duly held on the 10th day of July,2015: "RESOLVED, that(1)the Chief Executive Officer, President, Executive Vice President, Vice President,or Secretary of the Corporation shall have the power to appoint,and to revoke the appointments of,Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and(2)any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation;and(3)the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance,contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation,to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF,INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY have each executed and attested these presents on this 17th day of August, 2017. �`QEvITY/ys ,ofASUAt�y. •• Spap� STATE OF NEW JERSEY If \00, iv eO >„ . County of Essex O *o r.d, y SEAL c 0 � -�- 4.( 1936 lz tf• Alp Robert W.Minster * /* � � Chief Executive Officer(International Fidelity Insurance Company)and N �( l�is President (Allegheny Casualty Company) W JERS On this 17th day of August, 2017 ,before me came the individual who executed the preceding instrument,to me personally known,and, being by me duly sworn,said he is the therein described and authorized officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and of ALLEGHENY CASUALTY COMPANY;that the seals affixed to said instrument are the Corporate Seals of said Companies;that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies. ,``,,,,,,,,,""''• IN TESTIMONY WHEREOF,I have hereunto set my hand affixed my Official Seal,at the City of Newark, °,,`P�. CR New Jerseythe dayand year first above written. G. ,'slog•.x- :4. ii ;p NOTARY%• /� t% PUBLIC 0 " V - 'V`° �- . GP •• ��..ff 9 ••°¢+s z�9.•' 5�.� Cathy Cruz a Notary Public of New Jersey '•, F •••' . �•` My Commission Expires April-16,2019 •" O NEW CERTIFICATION I,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY do hereby certify that 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 a`s set forth in said Power of Attorney,with the originals on file in the home of said companies,and that the same are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF,I have hereunto set my hand this 17th day of August, 2017. t - ..„.... -:./L71,0412.. ir Maria H.Branco,Assistant Secretary . PERFORMANCE BOND Bond No.0725171 KNOWALL MEN BY THESE PRESENTS,That we ExteNet Systems, Inc. ,as Principal,and International Fidelity Insurance Company ,as Surety,are held and firmly bound unto City of Omaha ,as Obligee,in the penal sum of Fifty Thousand Dollars and 00/100 Dollars ($50,000.00 ),lawful money of the United States of America,to be paid to the said Obligee,its successors and assigns,jointly and severally,firmly by these presents. WHEREAS,The above bounden Principal has entered into a written Telecommunications Permit Agreement with the Obligee,for Use of the Public Ways in the City. The above mentioned agreement sets forth the terms and conditions which governs the use of such Telecommunications Permit Agreement and said agreement is hereby specifically referred to and made a part of this bond,with like force and effect as if herein at length set forth. NOW,THEREFORE,THE CONDITIONS OF THIS OBLIGATION are that,if the Principal shall comply with all of the provisions of the City Telecommunications Permit Agreement for Use of the Public Ways with the Permittee, including removal of the Telecommunications Systems upon the expiration or earlier termination of such Agreement,and any order,permit or direction of any department,agency,commission,board,division,or office of City having jurisdiction over its acts,and shall have paid all claims,liens,fees,or taxes due City which arise by reason of the construction,installation,operation or maintenance of the Telecommunications System,and fully compensate City for any act or default of Permittee,including,but not limited to,costs incurred by City in connections with restoration work the Permittee failed to perform and complete,and any expenditure,damage,or loss incurred by City occasioned by Permittee's failure to comply with all Charters,Ordinances,rules,regulations, directives,memoranda,or permits,then this obligation shall be null and void,otherwise it shall remain if full force and effect. The bond is subject,however,to the following express conditions: FIRST: That in the event of a default on the part of the Principal,its successors or assigns,a written statement of such default with full details thereof shall be given to the Surety promptly,and in any event,within thirty(30)days after the Obligee shall learn of such default,such notice to be delivered to the Surety at its home office in One Newark Center, Newark, NJ 07102-5207 ,by registered mail. SECOND: That no claim or action under this bond by reason of any such default shall be brought against the Surety unless asserted or commenced within twelve(12)moths after the effective date of any termination or cancellation of this bond. THIRD: At least sixty(60)days'prior written notice shall be given to the City by the surety of any intention to cancel,replace,or materially alter the bond,such notice to given by registered mail to the Obligee&Principal. The liability of the Surety shall be limited to the amount set forth above and is to cumulative. FOURTH: That no right of action shall accrue under this bond to or for the use of any person other than the Obligee,its successors and assigns. IN WITNESS WHEREOF,The above bounded Principal and the above bounden Surety have hereunto set their hands and seals,this 11th day of August , 2017 Principal:ExteNe stems, By: t tiTY//i Surety: Internation /F delity Insu a Company osv°24r y. _ o ' SEAL -" m 19044. z By: y41f'1EAS a er ttorney- - State of Illinois SS: County of Cook EOn this 11th day of August in the year two thousand seventeen before me, Christina Laurendi, a Notary Public in and for said County and State, residing therein, W duly commissioned and sworn, personally appeared Harold Miller Jr.., known to me to be the duly authorized Attorney-in-fact of International Fidelity Insurance Company and the same person whose name is subscribed to the within instrument as the Attorney-in-fact of said Company, and the said Harold Miller Jr.., duly acknowledged to me that he o subscribed the name of International Fidelity Insurance Company and thereto as Surety u and his own name as Attorney-in-fact. IN WITNESS WHEREOF, I have hereunto set my a hand and affixed my official seal the day and year in this Certificate first above written. U, My Commission Expires 6/25/2020 Notary Public in and for Christina Laurendi County, State of Dupage, Illinois OFFICIAL SEAL CHRISTINA LAURENDI NOTARY PUBLIC, STATE OF ILLINOIS My Commission Expires Jun 25, 2020 • POWER OF ATTORNEY • INTERNATIONAL FIDELITY INSURANCE COMPANY • ALLEGHENY CASUALTY COMPANY One Newark Center,20th Floor,Newark,New Jersey 07102-5207 PHONE:(973)624-7200 Bond# 0725171 Principal ExteNet Systems, Inc. Obligee City of Omaha KNOW ALL MEN BY THESE PRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY,a corporation organized and existing under the laws of the State of New Jersey, and ALLEGHENY CASUALTY COMPANY a corporation organized and existing under the laws of the State of New Jersey,having their principal office in the City of Newark,New Jersey,do hereby constitute and appoint Harold Miller Jr. their true and lawful attorney-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof,which are or may be allowed,required or permitted by law,statute,rule,regulation,contract or otherwise, and the execution of such instrument(s)in pursuance of these presents, shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 20th day of July,2010 and by the Board of Directors of ALLEGHENY CASUALTY COMPANY at a meeting duly held on the 10th day of July,2015: "RESOLVED, that(1)the Chief Executive Officer, President, Executive Vice President,Vice President, or Secretary of the Corporation shall have the power to appoint,and to revoke the appointments of,Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and(2)any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation;and(3)the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking,recognizance,contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation,to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF,INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY have each executed and attested these presents E`,{Y Sys on this 11th day of August, 2017. 1-4ckSUAL7. oRi�"" STATE OF NEW JERSEY cVa Oigt �'9 y County of Essex -o �' SEAL m 936 41 JE s, i Robert W.Minster Q dJ? N Chief Executive Officer(International Fidelity Insurance Company)andPresident (Allegheny Casualty Company) NJt:Rs On this 11th day of August, 2017 ,before me came the individual who executed the preceding instrument,to me personally known,and, being by me duly sworn,said he is the therein described and authorized officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and of ALLEGHENY CASUALTY COMPANY;that the seals affixed to said instrument are the Corporate Seals of said Companies;that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies. •,`,,",,,,,"",•• IN TESTIMONY WHEREOF,I have hereunto set my hand affixed my Official Seal,at the City of Newark, .•`��``P�HY cR ••••••, New Jerseythe dayand year first above written. G �9sIo;t;•cf_xy .0 NOTARYcf 53; PUBLIC g: I.N� fie =��: Cathy Cruz a Notary Public of New Jersey a,9�.' •••• �Q-�.� My Commission Expires April 16,-2019 OF NE\N CERTIFICATION ••,•••4 na1H,,``` - f. I,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY do hereby certify that 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 set forth in said Power of Attorney,with the originals on file in the home of said companies,and that the same are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF,I have hereunto set my hand this 11th day of August, 2017. ffihizo#15.2. Marla H.Branco,Assistant Secretary • ACc RL1 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) ��. 08/09/2017 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 CONTACT NAME: Ben Bolton IMAIWaldman PHONE FAX IMA, Inc. (Dallas Division) (A/C.No.Extl: (A/C,No): E-MAIL bbolton@iwaldmanbros.com 6200 LBJ Freeway ADDRESS: Suite 200 INSURER(S)AFFORDING COVERAGE NAIC# Dallas, TX 75240 INSURERA: NATIONAL FIRE INS CO OF HARTFORD 20478 INSURED INSURERS: AMERICAN CAS CO OF READING PA 20427 ExteNet Systems, Inc.; ExteNet Systems (Virginia) LLC; INSURER C: CONTINENTAL CAS CO 20443 ExteNet Systems (California) LLC; ExteNet Systems (New York) LLC; ESI Advanced Wireless Networks, LLC INSURERD: BERXLEY ASSUR CO 39462 3030 Warrenville Rd., 3rd FL INSURERE: HISCOX INS CO INC 10200 Lisle, IL 60532 INSURERF: COVERAGES CERTIFICATE NUMBER:50561892 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AWL SUBR POLICY EFF POLICY EXP LIMITSLTR INSD W M/ VD POLICY NUMBER (MDD/YYYY) (MMMINYYYY) A X COMMERCIAL GENERAL LIABILITY 4013130714 01/27/17 01/27/18 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Es occurrence) $ 1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIESPER: GENERAL AGGREGATE $ 2,000,000 POLICY n PRO JECT 1-7 LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY 4013130681 01/27/17 01/27/18 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED —SCHEDULED BODILY INJURY(Per accident) $ AUTOS _ AUTOS X NON-OWNED PROPERTY DAMAGE HIRED AUTOS % AUTOS (Per accident) C X UMBRELLA LIAB X OCCUR 4013130700 01/27/17 01/27/18 EACH OCCURRENCE $ 25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25,000,000 DED X RETENTION$10,000 S B WORKERS COMPENSATION 4013133824 01/27/17 01/27/18 ;MUTE ERH X AND EMPLOYERS'LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE Y7 N/A 4013130695 01/27/17 01/27/18 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Pollution - Occurence PCADB-5001693-1116 11/12/16 01/27/18 Limit 10,000,000 E Prof/Network Security 1869447 01/27/17 01/27/18 Limit 10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Omaha THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Public Works Director ACCORDANCE WITH THE POLICY PROVISIONS. 1819 Farnam Street, Suite 600 AUTHORIZED REPRESENTATIVE �f Omaha, NE 68183 USA LL///``/6'1 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD aharris 50561892 DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 08/09/2017 NAME OF INSURED: ExteNet Systems, Inc.; ExteNet Systems (Virginia) LLC; ExteNet Systems (California) LLC; ExteNet Systems Additional Description of Operations/Remarks from Pape 1: Certificate Holder is included as Additional Insured on the General, Automobile, and Umbrella Liability Policies if required by written contract or agreement and with respect to work performed by Insured subject to the policy terms and conditions. The General Liability insurance is Primary when required by written contract subject to the policy terms and conditions. A Waiver of Subrogation is provided in favor of Certificate Holder on the Workers Compensation, General, Umbrella, and Auto Liability Policies if required by written contract or agreement subject to the policy terms and conditions. Professional Liability Policy includes Copyright Infringement coverage subject to the 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 Workers Compensation, General, Professional, Umbrella, and Autc Liability Policies if required by written contract or agreement subject to the policy terms and conditions. Additional Information: SUPP(05/04) � I CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: (COMMERCIAL GENERAL LIABILITY COVERAGE PART) It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured 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 Insured and in the performance of such Named Insured'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 Insured 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 if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard;and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract;or 0 B. a higher limit of insurance than required by the written contract. Ill. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal 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. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, 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) Policy No: 4013130714 Page 1 of 2 Endorsement No: 8 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. 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 Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 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 Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX(1-15) Policy No: 4013130714 Page 2 of 2 Endorsement No: 8 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS f1..:'Additional Insureds) •Additional'Insured -P,rima"ry And'Non-Contributory To Additionalinsured's Insurance) 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Broadened Liability Coverage For Damage To Your Product And Your Work 7. ContactualiLiatiilitgliRailroad7 8. Electronic Data Liability 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury—Exception for Reasonable Force 11. GeneralJAggregatelLimitsTfjlnsurance—Per Project 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability — Damage To Premises / Alienated Premises / Property In The Named Insured's Care, Custody or Control 16. Liquor Liability 17. Medical Payments 18. Non-owned Aircraft Coverage 19. Non-owned Watercraft 20. Personal And Advertising Injury—Discrimination or Humiliation 21. Personal And Advertising Injury-Contractual Liability 22. Property Damage-Elevators 23. Supplementary Payments 24. Unintentional Failure To Disclose Hazards 25::Waiver of=Subrogation-'Blanket; 26. Wrap-Up Extension: OCIP CCIP,or Consolidated (Wrap-Up)Insurance Programs CNA74705XX(1-15) Policy No: 4013130714 Page 1 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement (1. ADDITIONAL INSUREDS) a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through H. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage;or (b) the offense that caused the personal and advertising injury, 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 Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through H. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. (controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured;or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. B. (Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. (Lessor of Equipment; Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. D. Lessor of Land) Any person or organization from whom a Named Insured 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 bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The CNA74705XX(1-15) Policy No: 4013130714 Page 2 of 17 Endorsement No: 4 The Continental Insurance Co. . Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. E. (Lessor of Premises) • An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, 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 part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. F. Mortgagee,Assignee or Receiver) A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions—Permits: A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk 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 permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily 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 Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. H. (Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: CNA74705XX(1-15) Policy No: 4013130714 Page 3 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. 2. 'ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured 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, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding 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 bodily injury 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, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such;occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS 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 Insured has management control: a. on the effective date of this Coverage Part; or CNA74705X0((1-15) Policy No: 4013130714 Page 4 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, 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, management 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 written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first 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 Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. BROADENED LIABILITY COVERAGE FOR DAMAGE TO YOUR PRODUCT AND YOUR WORK A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusions k.and I.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) fire; (2) smoke; (3) collapse; or (4) explosion. I. 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) If the damaged work, or the work out of which the damage arises, was performed on the Named Insured's behalf by a subcontractor; or CNA74705XX(1-15) Policy No: 4013130714 Page 5 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement (2) If 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 Insurer will pay under Coverage A for the sum of damages arising out of any one occurrence because of property damage to your product and your work that is caused by fire, smoke, collapse or explosion and is included within the product-completed operations hazard. This sublimit does not apply to property damage to your work if the damaged work, or the work out of which the damage arises,was performed on the Named Insured's behalf by a subcontractor. C. This Broadened Liability Coverage For Damage To Your Product And Your Work Provision does not apply if an endorsement of the same name is attached to this policy. 7. ('CONTRACTUAL LIABILITY=RAILROADS) (With respect to operations performed within n5-0-feet of railroroad property, the definition of1nsuredcontract-is replaced) (by the following_) (Insured Contract means:) Ca Acontract for a lease of premises. However, that.portion of the contract fora lease of premises_that indemnifies_ (any_person or organization for damage by fire to premises_while rented to aNamed-Insuredor temporarily) occupiedby aNamed:Insuredwith permission of the owner is not an insured contract) (b._A sidetrack agreement;D (c. Any easement or license agreement;) rid.—An obligation, as required by ordinance, to_indemnify a municipality, except in connection with work lor'F) (municipality;) (e._Anelevator maintenance agreement;) (f.^'That part of any other_contract or agreement pertaining to the Named`Insured's business (including_an) (indemnification of a municipality in connection with work,performed,for_a_muni—c pality) under which the Named) (Insuredassumes the-tort liability.of,another party to pay fog botlily injury or_property damage to a third person) or_o�ganiiaton_ Tort Iiability_means_a liability that would be imposed_by law n_the.'absence of any contractor) 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 Insured, 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 (1) above and supervisory, inspection, architectural or engineering activities. 8. ELECTRONIC DATA LIABILITY CNA74705XX(1-15) Policy No: 4013130714 Page 6 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement A. Under COVERAGES, Coverage A — Bodily Injury 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 Information And Data-related Liability Damages arising out of: (1) any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, 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 (1) above applies, this exclusion does not apply to 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 Insured or others arising out of that which is described in Paragraph(1)or(2)above. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for all damages arising out of any one occurrence because of property damage that 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: Property 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 electronic 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. If 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. - 9. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for - CNA74705XX(1-15) Policy No: 4013130714 Page 7 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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 status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE-PER PROJECT) A. For each construction project away from premises the Named Insured owns or rents, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer 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. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 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 8 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement E. If a single construction project away from premises owned by or rented to the Insured 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 otherwise modified by this endorsement shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Insuring Agreement is amended to replace Paragraphs 1.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 the Named Insured's primary business purpose, and only if: (1) 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 Injury 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 Insured (or which would have been available but for exhaustion of its limits). U. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured'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. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act,error or omission. Medicare/Medicaid Fraud CNA74705XX(1-15) Policy No: 4013130714 Page 9 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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 the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to 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 product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors 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 Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and CNA74705XX(1-15) Policy No: 4013130714 Page 10 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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 Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured'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 IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (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 Insured to be excess of this coverage. 14. JOINT VENTURES/PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations, except that if the Named Insured 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 Insured is an Insured 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 0.0 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 If 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 advertising 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 / PROPERTY IN THE NAMED INSURED'S CARE,CUSTODY OR CONTROL A. Under COVERAGES, Coverage A — Bodily Injury 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) Policy No: 4013130714 Page 11 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement j. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred 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 the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing 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 incorrectly performed on it. Paragraphs(1), (3)and (4) of this exclusion do not apply to property damage (other than damage by fire)to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days.A separate limit of insurance applies to 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 not apply to property damage to: i. tools, or equipment the Named Insured borrows from others, nor ii. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However, the coverage granted by this exception to Paragraphs(3)and(4)does not apply to: a. property at a job site awaiting or during such property's installation,fabrication, or erection; b. property that is mobile equipment leased by an Insured; c. property that is an auto, aircraft or watercraft; d. property in transit;or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but 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) Policy No: 4013130714 Page 12 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured 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 Insurer will pay under Coverage 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 Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds$1,000. The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement. If the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer 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 Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days.The Damage To Premises Rented To You Limit is the greater of: 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 Insurance Condition is deleted and replaced by the following: (ii) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled 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. MEDICAL PAYMENTS 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` Insurer will pay under Coverage C— Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit. CNA74705XX(1-15) Policy No: 4013130714 Page 13 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Under COVERAGES, the Insuring 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 Insurer within three years of the date of the accident; and 18. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: 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 Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, 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 in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury 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 Insured with the knowledge that the act 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 injury 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 Insured;or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: CNA74705XX(1-15) Policy No: 4013130714 Page 14 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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 Insured. Premises Related Discrimination 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 Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured 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 apply 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 Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability. B. Solely for the 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—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request 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 of insurance. C. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this 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 Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. CNA74705XX(1-15) Policy No: 4013130714 Page 15 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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 Insurance 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 insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: 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 B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 251-WAIVER OF SUBROGATION_BLANKET) (Under CONDITIONS, the condition entitled TransferOfRightsOf'Recovery Against Others To Us is amended to ( dd the fallowing) The )usurer waives any right of recovery the Insurer may have against any_p_ersonor organization because=of) (payments the;lnsurer makes fdrinjury_or damage a isingoutof) (1._the,Named Insured'songoing_operations; or) (2.__youurwork included in the_products-completed operations hazard) (However, this waiver applies only when the Named Insured has agreed in writing.to_waive.such.rights,ofJecovery_ n) (a written contract or written agreement, and onlyif_such contract or agreement: CI.,isineffect or becomes effective during the term of this Coverage Part;and) (2.-_ was executed_priorto.the.bodily injury,_property damage or personal and advertising injury_giving rise to the) claim) 26. WRAP-UP EXTENSION:OCIP,CCIP,OR CONSOLIDATED(WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs(C.C.I.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 Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor CNA74705XX(1-15) Policy No: 4013130714 Page 16 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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 Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured'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 demolition project for which the prime contractor/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 Controlled Insurance Program (O.C.I.P.)or Contractor Controlled Insurance Program(C.C.I.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 structure also 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 qualifies as an additional insured on this Coverage Part. gi 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 Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74705XX(1-15) Policy No: 4013130714 Page 17 of 17 Endorsement No: 4 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Primary and Noncontributory - Other Insurance Condition Endorsement This endorsement modifies insurance provided under the following: (COMMERCIAL GENERAL,LIABILITY COVERAGE PART) PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART It is understood and agreed that the condition entitled Other Insurance is amended to add the following: Primary And Noncontributory Insurance Notwithstanding 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 Insured has agreed in writing in a contract or agreement 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 remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. N O O CNA74987XX(1-15) Policy No: 4013130714 Page 1 of 1 Endorsement No: 12 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Policy Holder Notice - Countrywide It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium,then notice of cancellation will_be_provided to such rtertificate holders at Teast 30days in advance of the_date cancellation is effective.': If 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 Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer 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 Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. O t7 O • CNA75014XX(1-15) Policy No: 4013130714 Page 1 of 1 Endorsement No: 1 The Continental Insurance Co. Effective Date: 01/27/2017 Insured Name: EXTENET SYSTEMS INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER:4013130681 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM (BUSINESS AUTO COVERAGE FORM) MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s)or organization(s)who are"insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: EXTENET SYSTEMS INC Endorsement Effective Date: 01/27/2017 SCHEDULE Name Of Person(s)Or Organization(s): SEE ENDORSMENT 0 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an Autos Liability Coverage in the Business Auto and Motor "insured" for Covered Autos Liability Coverage, but only Carrier Coverage Forms and Paragraph D.2. of Section to the extent that person or organization qualifies as an — Covered Autos Coverages of the Auto Dealers "insured" under the Who Is An Insured provision Coverage Form. contained in Paragraph A.1. of Section II — Covered • CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 • POLICY NUMBER INSURED NAME AND ADDRESS P 4013130681 EXTENET SYSTEMS INC 3030 WARRENVILLE RD STOP 340 LISLE, IL 60532-3633 E POLICY CHANGES CA2048 DESIGNATED INSURED BLANKET This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED BLANKET ANY PERSON OR ORGANIZATION THAT THE NAMED INSURED IS OBLIGATED TO PROVIDE INSURANCE WHERE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT IS AN INSURED, BUT ONLY WITH RESPECT TO LEGAL RESPONSIBILITY FOR ACTS OR OMISSIONS OF A PERSON OR ORGANIZATION FOR WHOM LIABILITY COVERAGE IS AFFORDED UNDER THIS POLICY. • ()I-ASecretary Chairman of the Board G-56015-B (ED. 11/91) POLICY NUMBER: 4013130681 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE 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 Insured: EXTENET SYSTEMS INC Endorsement Effective Date: 01/27/2017 SCHEDULE Name(s)Of Person(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 TO LOSS. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us 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. CA 04 44 10 13 Copyright, Insurance Services Office, Inc.,2011 Page 1 of 1 Auto Primary wording as part of the Business Auto policy form 4. Loss Payment—Physical Damage Coverages 5. Other Insurance At our option,we may: a. For any covered 'auto' you own, this a. Pay for, repair or replace damaged or stolen Coverage Form provides primary insurance. property; For any covered 'auto' you don't own, the insurance provided by this Coverage Form is b. Return the stolen property, at our expense. excess over any other collectible insurance. We will pay for any damage that results to the However, while a covered 'auto' which is a 'auto'from the theft;or 'trailer' is connected to another vehicle, the c. Take all or any part of the damaged or stolen Covered Autos Liability Coverage this property at an agreed or appraised value. Coverage Form provides for the'trailer'is: If we pay for the 'loss', our payment will include (1) Excess while it is connected to a motor the applicable sales tax for the damaged or stolen vehicle you do not own;or property. (2) Primary while it is connected to a covered 5. Transfer Of Rights Of Recovery Against 'auto'you own. Others To Us b. For Hired Auto Physical Damage Coverage, If any person or organization to or for whom we any covered 'auto' you lease, hire, rent or make payment under this Coverage Form has borrow is deemed to be a covered 'auto' you rights to recover damages from another, those own. However, any 'auto' that is leased, rights are transferred to us. That person or hired, rented or borrowed with a driver is not a organization must do everything necessary to covered'auto.' secure our rights and must do nothing after () Regardless of the provisions of Paragrapke. 'accident'or'loss'to impair them. above, this Coverage Form's Covered Autos B. General Conditions Liability Coverage is primary for any liability) 1 Bankruptcy under an'insured contract.') Bankruptcy or insolvency of the 'insured' or the d. When this Coverage Form and any other 'insureds' estate will not relieve us of any Coverage Form or policy covers on the same obligations under this Coverage Form. basis, either excess or primary, we will pay 0 2. , only our share. Our share is the proportion Corueaanent Misrepresentation isrepresentation Or Fraud that the Limit of Insurance of our Coverage This Coverage Form is void in any case of fraud Form bears to the total of the limits of all the by you at any time as it relates to this Coverage Coverage Forms and policies covering on the Form. It is also void if you or any other 'insured', same basis. at any time, intentionally conceals or 6. Premium Audit misrepresents a material fact concerning: a. The estimated premium for this Coverage ia. This Coverage Form; Form is based on the exposures you told us b. The covered'auto'; you would have when this policy began. We c. Your interest in the covered'auto';or will compute the final premium due when we determine your actual exposures. The 1 d. A claim under this Coverage Form. estimated total premium will be credited 3. Liberalizationagainst the final premium due and the first Named Insured will be billed for the balance,if If we revise this Coverage Form to provide more any. The due date for the final premium or coverage without additional premium charge, retrospective premium is the date shown as your policy will automatically provide the the due date on the bill. If the estimated total additional coverage as of the day the revision is premium exceeds the final premium due, the effective in your state. first Named Insured will get a refund. 4. No Benefit To Bailee—Physical Damage b. If this policy is issued for more than one year, rlili 13 Coverages the premium for this Coverage Form will be — We will not recognize any assignment or grant computed annually based on our rates or any coverage for the benefit of any person or premiums in effect at the beginning of each organization holding, storing or transporting year of the policy. property for a fee regardless of any other — provision of this Coverage Form. = CA 00 01 1013 Copyright, Insurance Services Office, Inc.,2011 Page 9 of 12 XX CNA CN(Ed. 02/13) POLICY NUMBER: 4013130681 NOTICE OF CANCELLATION TO CERTIFICATEHOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such;Certificateholders at least 30 days; n advance of the date cancellation is effective., If 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. is c s 0 0 • • CNA68021XX(Ed. 02/13) Page 1 of 1 Copyright,CNA All Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance 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 California exposure. The amount is 2%. 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 Insurers, _ 'takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another 1 effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy L unless another expiration date is shown below. _1 Form No: G-19160-B(11-1997) Policy No:WC 4 13133824 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:01/27/2017 Endorsement No: 3; Page: 1 of 1 Policy Page: 33 of 46 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 ©Copyright CNA All Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement O TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. 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 injury 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. The premium for this endorsement is shown in the Schedule. Schedule 1. I I Specific Waiver Name of person or organization n Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 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 Insurers, 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: WC 42 03 04 B(06-2014) Policy No:WC 4 13130695 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:01/27/2017 Endorsement No: 53; Page: 1 of 1 Policy Page: 189 of 201 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 ©Copyright 2014 National Council on Compensation Insurance, Inc.All Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement INOTICE OF CANCELLATION TO CERTIFICATEHOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If 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 Insurers, 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: CC68021A(02-2013) Policy No:WC 4 13130695 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:01/27/2017 Endorsement No: 1; Page: 1 of 1 Policy Page: 119 of 201 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 CNA All Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement INOTICE OF CANCELLATION TO CERTIFICATEHOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If 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 Insurers, !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: CC68021A(02-2013) Policy No:WC 4 13133824 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/27/2017 Endorsement No: 1; Page: 1 of 1 Policy Page: 30 of 46 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 ©CNA All Rights Reserved. Umbrella Additional Insured endorsement) i CNA Li _i IADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: PARAMOUNT EXCESS AND UMBRELLA POLICY It is understood and agreed that: ; - ,. This endorsement identifies persons or organizations who are Additional Insureds under the section entitled WHO IS AN INSURED of the policy form. -,. ,� The persons or organizations shown in the Schedule below are Additional Insureds but only if included insureds under the provisions of the scheduled underlying insurance shown'in the Declarations of this policy and then only for the same coverage, except for limits of liability, afforded under such underlying insurance. SCHEDULE Additional Insured Blanket Per_Written Contract. 7 \ ,, ,, .y \ , 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 Insurers, 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. r �f h\� \� ,, /, \ r \ \ ,./ / 6' `\ I ,j i,- Form No: CNA87134XX(10-2016) Policy No:'401313070a Endorsement Effective Date_:01/27/2017' Policy Effective Date:01/27/2017 Endorsement No: 12,— L Underwriting Company:Continental Insurance o 1 1 I It I ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policy Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named Insured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. (W-.'Waiver-of-Rights-of-Recovery) (The--Insurer-waives-any-right-of-recovery-it-may-have.against.any-person.or-organization-because of) (payments-the-Insurer-makes-under this-Policy-if the-Named-Insured-has-agreed-in-writing to-waive-such-) {rights-of-recovery-in-a-contract-or•.-agreement,-and-only_if the•contract-or-agreement:l ID(is-in.effect-or-becomes-effective-during the.policy-period;-and-) CID(was-executed-prior-to-loss.) VII.DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured's goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: A. notices that are published include material placed on the Internet or on similar electronic means of communication; and B. regarding web-sites, only that part of a web-site that is about the Named Insured's goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft 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 Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer'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 on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured 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 machinery or equipment; or B. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor 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 injury, sickness or disease. Claim means a: A. suit; or Form No:CNA75504XX (03-2015) Policy No:CUE 4013130700 Policy Page: 22 of 32 Policy Effective Date:01/27/2017 Underwriting Company: Continental Ins. Co, 333 S Wabash Ave,Chicago, IL 60604 Policy Page: 35 of 54 ®Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability Policyholder Notice POLICY HOLDER NOTICE - COUNTRYWIDE I It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, Then.notice-of.cancellation will-be) (pro-vided to-such-Certificate-holders-at-least-30-da-ys-in-advance-of the-date-cancellation-is-effecti-ve.) If 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 Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer 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 Insurers,' 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: CNA75014XX (01-2015) Policy No:CUE 4013130700 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:01/27/2017 Endorsement No: 1; Page: 1 of 1 Policy Page: 3 of 54 Underwriting Company: Continental Ins. Co, 333 S Wabash Ave, Chicago, IL 60604 ©Copyright CNA All Rights Reserved. MASTER FIBER IRU CONVEYANCE AND CONDUIT SHARING AGREEMENT THIS MASTER FIBER IRU CONVEYANCE AND CONDUIT SHARING AGREEMENT ("Agreement") is entered into this : )\ day of 0 -. , 2017, by and between the City of Omaha, a Municipal Corporation (hereinafter referred to as "City"); and ExteNet Systems, Inc., a Delaware corporation(hereinafter referred to as "ExteNet"). WHEREAS,the City is organized and existing under and by virtue of the laws of the State of Nebraska and possesses plenary power and authority over the use and occupation of the public rights of way within its corporate boundaries; and, WHEREAS, ExteNet desires to install, operate and maintain a private network upon or within certain streets and public rights of way within the corporate boundaries of the City; and, WHEREAS, ExteNet has agreed to convey certain rights to use its private network facilities to the City as described and set forth herein, in order to reasonably compensate the public for ExteNet's use of said public rights of way by ExteNet and to compensate the City for the use of said unoccupied conduit owned by the City; and, WHEREAS,the City and ExteNet have agreed to be bound by the terms and conditions set forth herein which shall govern ExteNet's use of the public rights of way, and the City's unoccupied conduit described above, and govern the City's use of the network facilities. NOW, THEREFORE, in consideration of the foregoing recitals and the terms, conditions and mutual promises set forth herein,the parties agree as follows: Article I-Definitions As used in this Agreement, the following terms, phrases, and words shall be ascribed the following meanings, unless the context indicates otherwise. As used in this Agreement, the word "shall"is mandatory, and the word"may" is permissive. Words not defined herein shall be given their common and ordinary meanings, consistent with the context in which such words are used and the purposes of this Agreement. 1. "Affiliate" means any person or entity that directly or indirectly controls or is controlled by or is under common control with a party to this Agreement. 2. "Cable" shall mean all fiber optic cable now or hereafter owned or controlled by ExteNet located within the jurisdiction as now or hereafter constituted. 3. "Facilities" means all physical components of ExteNet's private network located within the jurisdiction, including without limitation cable, wires, cables, pipes, underground conduits, ducts, manholes, handholes,vaults, and fiber optic cables. - 1 - 4. "Jurisdiction" shall mean within the corporate boundaries of the City of Omaha as now or hereafter constituted. 5. "City conduit" shall mean the type and location of conduit granted to ExteNet as provided in this Agreement and Exhibit"A." 6. "Recipient fibers" shall mean the number and type of optical fibers granted to the City at all locations as provided in this Agreement and Exhibit"A." 7. "Rights of way" shall mean City streets, roads, alleys, sidewalk areas and other dedicated rights of way within the jurisdiction, together with dedicated utility easements within the jurisdiction and easements deeded to the City for utility purposes. The term shall not include any other property owned or leased by the City for any other proprietary,public or municipal use. 8. "Term" shall mean twenty(20)years from the date hereof. 9. "Underlying rights" shall mean all deeds, leases, easements, pole sharing agreements and other interests by which ExteNet is authorized to install, operate and maintain its private network upon any real or personal property, whether public or private. Article II- Right of Way 1. Subject to ExteNet's compliance at all times with all of the terms and conditions of this Agreement, all of the City's ordinances, and all applicable local, state and federal laws, and further subject to the City's lawful exercise of its police power (including, but not limited to, zoning,subdivision,permit and building code requirements)and the City's prior and superior right to usage for municipal purposes, the City hereby grants to ExteNet, insofar as it has or may have the requisite power and authority to do so,permission to make reasonable use of the rights of way and the City conduit,pursuant to Exhibit A,to construct,install,operate and maintain the facilities within the jurisdiction; provided, however, that with respect to state highways, ExteNet must separately obtain consent from the Nebraska Department of Roads. 2. The permissions granted herein to make reasonable use of the rights of way shall not be deemed to be a franchise, nor an exclusive license or right, and the City reserves the right to make or grant a similar use of the rights of way to any other person or persons. 3. The City retains the following rights in regard to this Agreement: (a) To terminate this Agreement for misuse, non-use or failure of ExteNet to comply with the provisions hereof. (b) To use, control and regulate the use of the City streets, roads, easements, other public places and the rights of way, and the space above and beneath the same; and (c) To require the removal or relocation of any of the facilities from the rights of way if necessary or desirable, in the sole judgment of the City, for any public or -2 - municipal purpose or project,at ExteNet's sole cost and expense(or its proportionate share of expense if ExteNet shares facilities with other parties). ExteNet may abandon any segment where a removal or relocation is required pursuant to the procedure in the City's Statement of Policy and Standard Specifications for Communications Cable on City Property("Policy"), a copy of which is attached as Exhibit"B." 4. The City's Statement of Policy and Standard Specifications for Communications Cable on City Property("Policy"), a copy of which is attached as Exhibit`B,"is incorporated into and made part of this Agreement. In the event of any conflict between the terms of this Agreement, a City ordinance, and the Policy, the precedence of those documents shall be in the order as just stated in this sentence. The City acknowledges that ExteNet's facilities are subject to the requirements of Section H of the Policy. 5. Upon termination of this Agreement,whether by expiration of the term or by earlier termination by a party as allowed by this Agreement, ExteNet's rights to use of public rights of way shall cease. Upon such termination, the City shall continue to own recipient fibers granted to it under this Agreement. 6. During the course of ExteNet's use of City conduit, if ExteNet encounters an area of City conduit that is unusable,then the parties shall negotiate in good faith to agree on a sharing of the cost of making that particular area of City conduit usable. Article III- Scope; Prohibition Against Providing Cable Services This Agreement confers only the right to make reasonable use of the rights of way for ExteNet's provision of its private network, and it is expressly conditioned that ExteNet shall not operate as a "cable operator" as that term is defined under federal law (47 U.S.C. § 522(5)), nor shall it provide or offer to provide "cable services" as that term is defined under federal law (47 U.S.0 § 522(6),without proper local, state, and federal authorization, as required by law. Article IV- Sales and Use Tax 1. ExteNet agrees to obtain a sales and use tax license from the City and to comply with all provisions. 2. To the extent ExteNet's sale of private network services or sale or lease of fiber to its customers is taxable, ExteNet shall collect such taxes from its customer and promptly remit same to the City. 3. To the extent ExteNet provides telecommunication services, ExteNet shall be subject to the City's telecommunication occupation tax, as provided in Omaha Municipal Code Chapter 19. Article V-Use of Rights of Way - 3 - 1. Facilities shall be located, installed and maintained so that none of the facilities endanger the lives,health or safety of persons, or interfere with any public improvements the City or other governmental entities (including any storm water, sanitary sewer or water utilities or enterprises) have in place or may deem proper to make, nor shall the location, installation or maintenance of the facilities hinder or obstruct the free use of the streets or other public ways. All facilities shall be so located as to cause minimum interference with the rights and reasonable convenience of property owners of property which adjoins any right of way. 2. Prior to commencement of construction of any portion of its private network within the City, ExteNet shall furnish to the City the general schematic plans for its facilities, including, route maps, depictions, sketch or renderings of its equipment boxes and structures, engineering, traffic control, and landscaping plans. Such plans and reports may be reviewed by the City to ensure,(a)that all applicable laws including building and zoning codes and air and water pollution regulations are complied with; (b)that aesthetic and good planning principles have been given due consideration; and(c)that adverse impact on the environment has been minimized. ExteNet shall comply with all regulatory requirements of the City and shall incorporate all other reasonable changes to its plans requested by the City. 3. All construction, excavation, maintenance and repair work done by ExteNet shall be done in a workmanlike and expeditious manner which minimizes the inconvenience to the City, the general public and individuals. ExteNet shall be liable for any damage to the City or City- owned property caused by ExteNet's failure to act in a timely manner. All such construction, excavation,maintenance and repair work done by ExteNet shall comply with all applicable codes of the City and the State of Nebraska,and ExteNet shall be responsible for obtaining all applicable permits and licenses. The City shall have the right to inspect all construction or excavation work to insure compliance with applicable codes and permits and may order ExteNet to perform corrective work.All public and private property disturbed by ExteNet's activities shall be promptly restored by ExteNet at its expense to substantially its former condition, subject to inspection by the City's Public Works Director or his/her designee and compliance by ExteNet with reasonable remedial action required by said official pursuant to the inspection. ExteNet shall be liable to the City for the full cost of restoring any public property not promptly remedied by ExteNet as required by said official. 4. The installation, maintenance, renovation and replacement of facilities by ExteNet shall be subject to regulation by the City through Omaha Municipal Code Chapter 34 and the attached Policy, including but not limited to, (a) the location of facilities in or upon the streets, alleys and dedicated easements; (b) the disturbance and reconstruction of pavement, sidewalks, and surface of streets,alleys, dedicated easements and driveways; (c)the timing and scheduling of work;and(d)the temporary closure of portions of streets and alleys.All facilities shall be designed and installed so as to cause a minimal amount of interference with public property, water mains, sewer mains, electric and natural gas facilities, street lights,traffic signals, and all other municipal or authorized public use of the rights of way. The City's Public Works Director may direct and require ExteNet to locate its facilities within a defined telecommunications corridor within any street or other right of way or otherwise at a specific location to minimize interference with other facilities or utilities. ExteNet shall install and maintain its facilities in such manner as to minimize interference with trees,natural features and vegetation. -4 - 5. The City agrees to make a good faith effort to process all of ExteNet's applications for construction permits in an expeditious manner. To that end, the City will endeavor to make a good faith effort to complete the processing of such applications within fifteen(15)business days unless the application is incomplete,requires further information or raises additional questions. If additional information is needed or questions occur, the City will make a good faith effort to complete the processing within fifteen (15) business days after the additional information is provided and questions are resolved. The City will not unreasonably delay the processing of permits. Article VI-Additional City Regulation The City expressly reserves its right and duty to adopt, from time to time,in addition to the provisions herein contained, such Charter provisions, ordinances and rules and regulations as may be deemed necessary by the City to promote the health, safety and welfare of its inhabitants and their property. Article VII -Coordination and Conduit/Pole Sharing In order to minimize disruption to vehicular traffic and inconvenience to the public, and to enable the limited width of rights of way to be apportioned among all utilities, holders of leases and permits and other interests needing to locate or maintain facilities in the rights of way for the benefit of the public, it is imperative that any conduit sharing be encouraged to the greatest extent possible.In furtherance of such purposes,ExteNet agrees,wherever feasible,that it shall cooperate with the City in placing conduit within the rights of way and in sharing unused space within underground conduits owned by ExteNet. Whenever the City or ExteNet intends to install new underground conduit or replace existing underground conduit in City-controlled rights of way, each party shall endeavor, whenever feasible, to provide the other party with forty-five(45) days advance written notice in order to permit the additional contemporaneous installation of conduit. If either party desires additional conduit installed, it will so notify the other party who shall be responsible for the additional incremental expense for installing such additional conduit. Article VIII - Special Indemnification Arising from Facilities 1. ExteNet shall install, construct, maintain and operate its private network in a safe manner providing reasonable protection against injury or damage to any and all persons or property. ExteNet specifically agrees to indemnify, defend and hold the City harmless from all claims,costs,demands, suits,costs of defense and judgments which arise from,in whole or in part, ExteNet's acts or omissions pursuant to this Agreement,and from all damages or penalties arising out of the installation, construction, operation, or maintenance of ExteNet's private network and facilities, whether or not any act or omission complained of is authorized, allowed, or prohibited by this Agreement, except to the extent such damages or penalties result from the intentional or willful and wanton misconduct of the City or agent thereof.City shall not be liable for,and ExteNet shall indemnify,defend and hold the City harmless from all costs,damages and claims which arise from or relate to delay by ExteNet in performing its obligations hereunder, for any cause whatsoever, except for intentional or willful and wanton misconduct of the City. ExteNet also - 5 - hereby agrees to pay all reasonable expenses of the City incurred by the City in defending itself with regard to any such damages, claims or penalties, including all out-of-pocket expenses, reasonable attorneys' fees,and the reasonable value of any services rendered by the City Attorney, his/her assistants, or any employees of the City. 2. The City will provide notice to ExteNet of the pendency of any claim or action against the City arising out of the operations of ExteNet,the exercise by ExteNet of its rights under this Agreement or the performance thereof by ExteNet. ExteNet shall thereafter be required to appear and defend any such claim or action.Nothing herein stated shall limit ExteNet's obligation of full indemnification of the City hereunder. Article IX- Insurance and Bond 1. Prior to commencement of any installation of facilities under this Agreement, ExteNet shall procure and thereafter continuously maintain, for as long as this Agreement remains in effect, at ExteNet's expense, Commercial General Liability("CGL")insurance covering injury or death of any number of persons and or damage to property, including explosion, collapse and underground property damage hazards,in the minimum amount of$2,000,000 per occurrence,and otherwise comply with Omaha Municipal Code Sec. 34-159. Under the terms of the required CGL policy, this Agreement shall be defined as an insured contract. The policy shall identify the City as an additional insured,shall waive subrogation of claims against the City as an additional insured, and shall have all necessary endorsements to provide coverage without exclusion for explosion, collapse and underground property damage hazards. A certificate of insurance shall be filed with the City Attorney's office prior to commencement of installation of facilities, which evidences compliance with the policy requirements stated above and provides for thirty (30) days prior written notice to the City prior to cancellation or material change of any insurance referred to therein. In the event the certificate states that it confers no rights upon the certificate holder, the City may require ExteNet to furnish a complete copy of the policy including all declarations and endorsements. 2. ExteNet shall provide a bond in the minimum amount of$50,000 and otherwise comply with Omaha Municipal Code Sec. 34-158. Article X-Term The term of this Agreement shall be for a period of twenty (20) years from and after the date of the Agreement, unless sooner terminated as provided in this Agreement. This Agreement may be renewed as provided in Omaha Municipal Code Sec. 34-168. Article XI- Grant of Recipient Fibers 1. In consideration for the agreement to use public rights of way granted herein, and the grant of use of the City conduit,and as compensation to the public for special use of such rights of way, ExteNet hereof grants to the City an indefeasible right to use the recipient fibers for the term. Such indefeasible right to use the recipient fibers may be referred to herein as the "IRU." Notwithstanding Article XI, section 2 below, the recipient fibers granted to the City shall, upon -6 - installation, become the property of the City. The specific number of recipient fibers granted to the City as part of the IRU at each location where a portion of the private network has been installed shall be set forth in the attached Exhibit"A" and incorporated herein by reference. ExteNet shall provide to the City the right to use at least 24 strands at each location listed in Exhibit"A." 2. Legal title to ExteNet's facilities including the fiber optic communications system, including fiber and cable sheathing and any bridge attachments, conduits, brackets, insulators, fixtures, guy wires, anchors, splice boxes, fiber distribution centers and other hardware needed or used to fasten or support the cable shall be held by ExteNet;provided,that as stated in Article XI, section I above,the recipient fibers granted to the City shall,upon installation,become the property of the City. Neither anything contained in this Agreement, nor any use, however extended, of the recipient fibers, nor any placement of the City's facilities on or in the private network shall create or vest(or be construed as creating or vesting) in the City any right, title or interest in or to any real or personal property owned by ExteNet other than the IRU for the recipient fibers. Legal title to the City conduit shall remain with the City,and nothing herein shall be deemed to relinquish the City's right, title, interest or control of the public right of ways. 3. The City shall have the right to pledge its rights and privileges contained'in this .Agreement,to secure financial obligations to third parties without the need to obtain consent from ExteNet. The City shall keep ExteNet's facilities and other property subject to this Agreement free from any liens, rights or claims of any third party attributable to the City that adversely affects or impairs ExteNet's exclusive ownership and use of its separate facilities or other property. 4. (a) The City may sell, assign, or lease "dark fiber," capacity or bandwidth on IRU fibers to (1) other local political subdivisions, or (2) the Nebraska Department of Roads(but only for purposes serving the City's traffic control center or other public works functions), or (3) public entities affiliated with the City; but may not sell, assign or lease the same to non-public third parties or resell or otherwise assign its rights and privileges contained in this Agreement to other non-public third parties. The City shall promptly notify ExteNet of any such sales, assignments or leases. The City may sell, assign,or lease dark fiber, capacity or bandwidth on IRU fibers to other public entities or agencies not covered by the above, only upon ExteNet's prior written consent, which consent shall not be unreasonably withheld. (b) The City shall be permitted to connect the recipient fibers to, and use the fiber for use and benefit of, the City and all of the City's elected bodies, depaitaaients,joint departments with the County, legal enterprises and affiliated entities which are established or created in whole or in part by City Charter, ordinance or resolution or interlocal agreement and which perform,in whole or in part,authorized functions of City government in either its proprietary or governmental capacities. (c) The City agrees not to use the recipient fibers or allow the recipient fibers to be used in any manner that is commercially detrimental to ExteNet. Article XII -Maintenance of Recipient Fibers - 7 - 1. Maintenance. (a) ExteNet shall, at its cost, maintain and repair the recipient fibers so as to assure continuing conformity of the recipient fibers with their respective operating specifications. The City may maintain and repair recipient fibers upon written permission from ExteNet. (b) ExteNet shall respond in a timely manner to any interruption of service or failure of the recipient fibers to operate in accordance with this Agreement. (c) ExteNet shall splice the recipient fibers so as to assure continuing conformity with City specifications, including,without limitation,conducting surveillance of such facilities, location of faults, splicing and splice testing associated with any restoration,and procurement of replacement cable used in restoration. Splice configuration shall be provided to ExteNet by the City and paid for by the City as stated in section 1(e) below. (d) ExteNet shall be responsible for routine maintenance of all cable,ExteNet's and the City's,in its private network and costs thereof not specifically due to requirements of the City. (e) The City shall pay ExteNet all reasonable costs incurred by ExteNet for any special work requested by the City in writing and furnished by ExteNet to perform any special maintenance action on the recipient fibers. Costs shall include loaded labor, contractor, material and any other expenses directly associated with maintenance, conditioning and activation of recipient fibers. (f) ExteNet shall be responsible for all One Call locates of their fiber whether in City conduits or in its own private network. 2. Relocation. If, during the term of this Agreement, (a) ExteNet is required by a governmental authority with jurisdiction to relocate any portion of the private network, including any of the facilities used or required in providing the IRU in the recipient fibers, including any condemnation or taking under the power of eminent domain of all or any portion of the system, or (b)with the City's concurrence upon ExteNet's request,ExteNet may relocate such portion of the private network then, ExteNet shall give the City sixty (60) days prior notice of any such relocation,if possible, and shall have the obligation to proceed with such relocation,including,but not limited to,the right to determine the extent of, the timing of, and methods to be used for such relocation; provided that any such relocation shall be constructed and tested in accordance with the specifications and requirements set forth herein. Nothing in this section, however, shall be construed to limit or restrict the City in requiring specific relocation arrangements, physical locations or materials in connection with the City's control over public rights of way, including excavation permits. If the City relocates City conduit for any reason,ExteNet shall be responsible for any additional cost incurred for the relocation of any ExteNet cable or facilities. Article XIII -Delivery,Use and Connection of Recipient Fibers and City Conduit - 8 - • 1. Delivery of Fibers. ExteNet agrees to deliver to the City the recipient fibers within thirty(30)days of or before the dates specified in Exhibit"A." 2. Access. ExteNet will provide the City with access to the recipient fibers at such splice points on the system route as reasonably requested by the City subject only to the requirements in the underlying rights and provided that such access points do not materially interfere with any ExteNet facilities. Particularly,ExteNet will,at ExteNet's cost,place a pull box (PB-8)at each intersection where a traffic signal is currently located(or assumed to be built in the near future as identified by the City during the permit application process). The pull box will be placed along the path of the fiber optic cable route on the corner closest to the traffic signal cabinet, unless otherwise directed by the City. ExteNet shall have unrestricted access to City conduit identified in Exhibit A except(1)if the City conduit was constructed using federal funds, or(2)if the City conduit is already occupied by another private fiber optic cable provider other than ExteNet. ExteNet shall maintain access to all existing cable in the City conduit. ExteNet shall, at its sole cost, replace existing pull boxes (PB-1, PB-lA, PB-2) with PB-7s. Removal of existing pull boxes and coupling conduit is not permitted. ExteNet can spool no more than 100 feet of fiber optic cable within a single pull box, unless otherwise approved by the City. 3. Use of Facilities. The City may use the recipient fibers for its internal uses to provide any lawful telecommunications and data transmission, subject to the limitations of Article XI of this Agreement. The City shall also not use the recipient fibers in any manner that is not in compliance with(i) any and all applicable government codes, ordinances, laws, rules,regulations and/or restrictions, and(ii)the underlying rights, as such may be amended from time to time. The City shall not use any product or service that fails to comply with any applicable safety rules or that would cause ExteNet to violate any state or federal environmental laws. The City shall have no limitations on the types of electronics or technologies employed to utilize the recipient fibers subject to its use of commercially reasonable safety procedures and so long as such electronics or technologies do not interfere with the quiet use and enjoyment of or create any risk of damage to all or any portion of the private network used by the City or any other user of the private network. 4. Connection. If the City desires to connect other fiber optic cables to the recipient fibers or create connections with buildings or other structures among the private network route, ExteNet will cooperate with the City for the City to acquire access. The City shall have the right to place its own connecting facilities within public rights of way between the recipient fibers and such adjoining properties. However, at the request of the City, ExteNet will place connecting facilities within public rights of way between the recipient fibers and such adjoining properties, subject to the ability to do so pursuant to the underlying rights. Such placement of connecting facilities by ExteNet at the request of the City shall be at the City's sole cost and expense(including Costs incurred by ExteNet in providing oversight of any contractors excavating on the rights of way or near the cable to make such connection)as contemplated in section 1(e)of Article XII.Each connection to provided facilities requiring a cable to be entered will be performed by ExteNet at the City's sole expense as contemplated in section 1(e) of Article XII. In order to schedule a connection of this type, the City shall contact ExteNet to undertake the work at least thirty (30) - 9 - days in advance of the date the connection is requested to be completed. Such work will be restricted to planned system work period weekends unless otherwise agreed to in writing for specific projects. Article XIV- Indemnification and Representations 1. ExteNet's Indemnity. ExteNet shall indemnify, defend and hold harmless the City, its officers, employees, elected officials,boards, commissions and any other legal entity affiliated with the City from and against all claims brought by third parties which any such indemnified party is required to pay or to assume which have resulted from ExteNet's breach of any duty or obligation imposed by law, including statutes, ordinances,regulations, orders, decrees,judgments and the law of torts (including without limitation gross negligence, strict liability, or willful misconduct), or this Agreement. 2. City's Immunities.Nothing in this Agreement is intended,nor shall it be construed, to create or extend any rights, claims or benefits to,or assume any liability for or on behalf of,any third party, or to waive any immunities or limitations otherwise conferred upon the City under or by virtue of federal or state law. 3. Notice and Defense of Third-Party Actions.Each person entitled to indemnification under this Article XIV (an "indemnified party") shall give prompt written notice to each person that is obligated to provide such indemnification(an"indemnifying party")of the commencement or assertion of any claim by a third party(collectively, a"third-party action") in respect of which an indemnified party will seek indemnification hereunder, which notice shall state, to the extent known to the indemnified party,the basis on which the claim for indemnification is made,the facts giving rise to or the alleged basis of the third-party action, and the amount (which may be estimated) of liability asserted by reason of the claim; such notice shall also include a copy of the document(if any)by or in which the third-party action is commenced or asserted. Any failure so to notify the indemnifying party shall not relieve it from any liability that it may have to the indemnified party under this Article unless the failure to give such notice materially and adversely prejudices the indemnifying party and then only to the extent of such prejudice. The indemnifying party shall have the right to assume control of the defense of or settle or otherwise dispose of such third-party action on such terms as the indemnifying party deems appropriate; provided, however, that: (a) The indemnified party shall be entitled, at its own expense, and without unreasonable interference with the actions of the indemnifying party, to participate in the defense of third-party actions; (b) The indemnifying party shall obtain the prior written consent of the indemnified party before entering into any settlement, compromise, admission or any acknowledgment of the validity of a third-party action or any liability in respect thereof, which consent shall not be unreasonably withheld; (c) No indemnifying party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by - 10 - each claimant or plaintiff to each indemnified party of a release from all liability in respect of such third-party action; and (d) The indemnifying party shall not be entitled to control(but shall be entitled to participate at its own expense in the defense of) and the indemnified party shall be entitled to have sole control over, the defense or settlement, compromise, admission or other acknowledgment of any third-party action(i)as to which the indemnifying party fails to assume the defense within a reasonable length of time or(ii)to the extent the third-party action seeks an order, injunction or other equitable relief against the indemnified party which, if successful, would have a material adverse effect on the business, financial condition, operations or properties of the indemnified party; provided, however, that the indemnified party shall make no settlement, compromise, admission or other acknowledgment which would give rise to liability on the part of the indemnifying party without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld. 4. Cooperation.The parties shall cooperate with each other in the defense of any third- party action that is the subject of this Article XIV and shall furnish each other all such further information that they have the right and power to furnish as may reasonably be necessary to defend such third-party action. 5. Representations And Warranties. In addition to any other representations and warranties contained in this Agreement,each party hereto represents and warrants to the other that: (a) It has the full right and authority to enter into, execute, deliver and perform its obligations under this Agreement; (b) It has taken all requisite corporate action to approve the execution, delivery and performance of this Agreement; (c) This Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms; and (d) Its execution of and performance under this Agreement shall not violate any applicable existing regulations,rules, statutes, or court orders of any local, state or federal government agency, court, or body. Article XV- Remedies, Termination, Removal 1. In the event of any breach of the terms of this Agreement by either party, the non- breaching party shall have the right to obtain one or more of the following remedies, which are expressly agreed to be cumulative, and the exercise of any one or more of them shall not be dependent upon the exercise of any other remedy, nor does the exercise of any one or more of them constitute any bar or limitation to the exercise of any other: (a) specific performance or injunctive relief, (b) monetary damages, and (c) termination. In the event either party is required - 11 - to commence an action to enforce its rights under this Agreement or to obtain remedies provided above and substantially prevails therein, such party shall be entitled to recover its costs, but excluding attorneys' fees and expert witness fees. 2. Before terminating the Agreement for cause on account of any default, the non- defaulting party shall provide the party in default with written notice of the default and afford such party a reasonable period in which to cure the default. 3. Upon expiration of the Term of this Agreement or termination, the City shall continue to own and be entitled to use the recipient fibers. Article XVI -Delays and Limitation of Liability 1. Delays. Under no circumstances shall either ExteNet or the City ever be liable for any delay in restoring any service,recipient fibers, City conduit, or any operational aspect of their respective systems, which has been subjected to an outage, interference or interruption, whatever the cause of such outage, interference or interruption,unless due to willful nonfeasance or willful misfeasance of such party. 2. Limitation of Liability. Notwithstanding any provision of this Agreement to the contrary, in no event shall any party to this Agreement be liable to any other party for any special, incidental, indirect, punitive, reliance or consequential damages, whether foreseeable or not, arising out of, or in connection with, transmission interruptions or problems, including but not limited to,damage or loss of property or equipment, loss of profits or revenue, cost of capital,cost of replacement services,or claims of customers,whether occasioned by any repair or maintenance performed by, or failed to be performed by, any party to this Agreement, or any other cause whatsoever, including, without limitation, breach of contract, breach of warranty, negligence, or strict liability.No claims for damages with respect to this Agreement may be made more than five (5)years after the date that the event giving rise to such claim is known or reasonably should have been known to the person or entity making such claim; and no claim for indemnity under the provisions of this Agreement may be made more than five (5) years after the first notice of any claim received by the party claiming under such indemnity provision. Article XVII-Notices Except as otherwise provided herein, notice under this Agreement shall be deemed sufficient if provided in writing and mailed or delivered as follows: If to the City: City of Omaha Public Works Director 1819 Farnam Street, Suite 600 Omaha,NE 68183 With a copy to: - 12 - Omaha City Attorney 1819 Farnam Street, Suite 804 Omaha,NE 68183 If to ExteNet: ExteNet Systems, Inc. ATTN: CFO 3030 Warrenville Road, Suite 340 Lisle, IL 60532 (Phone) 630-505-3800 With a copy to: ExteNet Systems, Inc. ATTN: General Counsel 3030 Warrenville Road, Suite 340 Lisle, IL 60532 (Phone) 630-505-3800 Article XVIII - Successors and Assigns This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. No provision of this Agreement shall confer rights or benefits upon any person not a party hereto, except for public entities or political subdivisions purchasing, leasing, or receiving an assignment of recipient fibers from the City as allowed in this Agreement. Article XIX- Signatures The persons signing this Agreement on behalf of ExteNet represent and warrant that such persons and ExteNet have the requisite power and authority to enter into, execute and deliver this Agreement and that this Agreement is a valid and legally binding obligation of ExteNet enforceable against ExteNet in accordance with its terms. Article XX-Miscellaneous Provisions 1. Amendments.This Agreement shall not be amended,altered or modified except by an instrument in writing duly executed by both parties. 2. Limitation of Benefits.It is the explicit intention of the parties hereto that no person other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any party hereto, and that covenants, undertakings, and agreements set - 13 - forth in this Agreement shall be enforceable only by the parties hereto or their respective successors or permitted assigns. 3. Severability. If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be held to be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity or enforceability only,without in any way affecting the remaining parts of said provision or the remaining provisions of said agreement;provided,however,that if any such ineffectiveness or unenforceability of any provision of this Agreement, in the good faith judgment of either party, renders the benefits to such party of this Agreement as a whole uneconomical in light of the obligations of such party under this Agreement as a whole, then ExteNet and the City shall negotiate in good faith in an effort to restore insofar as possible the economic benefits of the transaction to the parties. 4. Independent Contractors. In all matters pertaining to this Agreement, the relationship of ExteNet and the City shall be that of independent contractors, and neither ExteNet nor the City shall make any representations or warranties that their relationship is other than that of independent contractors. This Agreement is not intended to create nor shall it be construed to create any partnership,joint venture, employment or agency relationship between ExteNet and the City; and no party hereto shall be liable for the payment or performance of any debts,obligations, or liabilities of the other party,unless expressly assumed in writing herein or otherwise.Each party retains full control over the employment, direction, compensation and discharge of its employees, and will be solely responsible for all compensation of such employees, including social security, withholding and workers' compensation responsibilities. 5. Labor Relations. Each party hereto shall be responsible for labor relations with its own employees.Each party agrees to notify the other immediately whenever it has knowledge that a labor dispute concerning its employees is delaying or threatens to delay timely performance of its obligations under this Agreement. 6. Exercise of Rights. No failure or delay on the part of either party hereto in exercising any right, power or privilege hereunder and no course of dealing between the parties shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any, other right, power or privilege. 7. Additional Actions and Documents.Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, acknowledge, deliver and file or cause to be executed, acknowledged, delivered and filed such further documents and instruments, and to use its commercially reasonable efforts to obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement,whether at or after the execution of this Agreement. 8. Survival. The obligations of the parties under Article IV,V,VII,VIII,XIV and XV shall survive any termination of this Agreement. - 14 - 9. Headings. Article headings contained in this Agreement are inserted for convenience of reference only,shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning,construction or scope of any of the provisions hereof. 10. Incorporation of Exhibits. The Exhibits referenced in and attached to this Agreement shall be deemed an integral part hereof to the same extent as if written at length herein. 11. Governing Law. This Agreement and each of its provisions shall, be governed by and construed and interpreted according to the substantive laws of the State of Nebraska without regard to its conflicts of law or choice of law provisions. 12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which taken together shall constitute one and the same instrument. 13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the transaction contemplated herein, and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein. 14. Force Majeure. Neither party will be liable for the failure to fulfill its obligations under this Agreement if and to the extent such failure is caused by an occurrence beyond its reasonable control, including, without limitation: expropriation or confiscation of facilities, compliance with any order or decree of any governmental authority;acts of war or terrorism,floods or abnormal severe weather; riots, rebellion, or sabotage; fires or explosions; labor disputes, strikes, or other concerted acts of workmen; accidents or other casualty; and failures of utilities, local exchange carriers, cities, municipalities, and other political subdivision to follow laws, agreements, or contracts. Further, neither party will be liable for delays caused by the inaction of utilities, local exchange carriers, or other political subdivisions in granting access to rights of way, poles, or any other required items needed for the installation or operation of the facilities. IN WITNESS WHEREOF, ExteNet and the City have executed this Agreement as of the date first above written. CITY OF OMAHA, a Municipal Corporation By: . ��-�p -L - II J3L)2U71 Mayor Date ATTEST: I I 1194t0r - 15 - City Clerk [SEAL] Approved as to form: PUTY CITY ATTORNEY EXTENET SYSTEMS, INC. By: :. Name: Dame L. Timm Title: Executive Vice President and CFO o8Ii Jn - 16 - EXHIBIT A Recipient Fibers & City Conduit/Poles List of fibers provided to the City by ExteNet, including locations,numbers of strands provided at each location, and the date of availability at each location: This list shall be supplemented by mutual agreement between ExteNet and the City (through its Public Works Director), with the intent that it include the Cable installed by ExteNet on City rights of way and City property, during the term of this Agreement. List of conduit provided to ExteNet by the City, including locations and the date of availability at each location: This list shall be supplemented by mutual agreement between ExteNet and the City (through its Public Works Director), with the intent that it include Conduit requested by ExteNet and which is reasonably available for use by ExteNet, during the term of this Agreement. - 17 - EXHIBIT B CITY OF OMAHA REVISED JUNE 2010 STATEMENT OF POLICY AND STANDARD SPECIFICATIONS FOR COMMUNICATIONS CABLE ON CITY PROPERTY. SECTION A-PERMIT REQUIRED. No person shall use any space above,on or beneath the surface of any street,alley,sidewalk or other public ground within the City of Omaha for the installation, operation and maintenance of any underground fiber optic cable, coaxial cable, or any other communication cable, line or appurtenance, unless such person has received a permit therefore granted by agreement approved by Resolution of the City Council or as otherwise provided herein. This policy shall not apply to any cable installed or operated by the holder of any City franchise under its terms for telephone or cable communications purposes wherein such telephone, communications, or cable television service is provided to the inhabitants of the City as described in such franchise. SECTION B-APPLICATION FOR PERMIT. (i) Application for such permit shall be made to the Permits and Inspections Division of the Planning Department,and such application shall be in writing, stating specifically the space desired, its length, breadth and depth, the streets, alleys, sidewalks or other public space intended to be used,the use intended to be made thereof,a description of the users if the facility is not to be available to the general public,a description of all users if any conduit is to be shared by a number of users, and the carrying capacity and diameter of the cable or other facilities being installed. In addition thereto, the Permits and Inspections Division or the Public Works Department may request such additional information as they deem reasonable or appropriate for their determination or that of the City Council with reference to such application. All such applications, for which - 18 - there is no agreement in effect conforming to this policy and these specifications, shall be referred to the City Council for an agreement to be approved by Resolution prior to the granting of any permit. Other permits (for which such an Agreement is in effect) may be granted by the Permits and Inspections Division with the approval of the Public Works Department. (ii) Following initial application and discussions with the Public Works Department concerning the placement of such cable and its appurtenances, the applicant shall supply accurate drawings sealed by a Nebraska-licensed professional engineer produced to a scale of one inch equaling fifty(50) feet. The plans shall be a plan and profile of the proposed route, with right of way lines and pavement lines shown. Such plans must show typical sections for pavement cuts and crossings,with specific details for conflicts with other utility structures and conduits. (iii) Thirty (30) days after completion of the work, as-built construction drawings, signed and certified by a Nebraska-licensed professional engineer, must also be submitted to the Public Works Department on Mylar and a C.D. with each sheet being a .PDF file. As-built information must also be provided to the City in GIS format that is continually updated as assets are added or modified. Updated route maps and required drawings must be provided to the Public Works Department whenever a change is made to the approved cable placement. SECTION C -CONSTRUCTION SPECIFICATIONS. (i) The work shall be constructed in accordance with plans and specifications approved by the Public Works Department, which approval shall be granted in a competitively neutral and non-discriminatory manner. All excavations in public streets shall comply with Article II of Chapter 34 of the Omaha Municipal Code, except that the provisions concerning bonds contained within this policy shall control.Where the cable is located beneath the pavement in all major traffic streets and arterial streets,the minimum depth from the top of the cable to the surface of the ground - 19 - shall be thirty(30) inches. Cable buried beneath residential streets shall have a minimum depth of twenty-four (24) inches. In no instances shall cable be buried to a depth of less than twenty-four (24) inches. Pull boxes and other items shallower than the depth above specified shall be clearly shown on the completed plans covering the installation work. (ii) All land surfaces and all pavement shall be restored to the same or similar conditions existing prior to the permittee's construction, and shall comply with Article II of Chapter 34 of the Omaha Municipal Code. In addition thereto, all established lawns which have been disturbed by the installation shall be re-sodded and all other earth surfaces shall be seeded unless otherwise specified in the permit. (iii) All cable buried beneath public streets must be encased in a protective sheath strong enough to avoid damage from the first accidental contact with hand tools. All pavement cuts must be completed in accord with current City ordinances and specifications. SECTION D-BOND,INSURANCE AND PUBLIC LIABILITY. (i) Every applicant for such permit shall file with the City a continuing bond in the amount of Fifty Thousand Dollars ($50,000.00) to cover all construction efforts during the term of this Agreement or until permittee is no longer operating its telecommunications facilities within the City, whichever is sooner. All bonds and sureties shall be approved by the City before such permit becomes effective. All bonds shall be conditioned that the person to whom such permit shall be issued, and their heirs, successors and assigns, shall save and keep the City free and harmless from any and all loss or damages or claims for damages arising from or out of the use of the space therein mentioned (except those arising from the City's negligence or intentional misconduct), and for the maintenance of the street, alley, sidewalk or other public ground in such condition that the street,alley sidewalk or other public ground shall at all times after the completion -20 - of the work be safe for public use; for the full and complete protection of the City against any and all litigation growing out of the granting of such permit or anything done under such permit(except to the extent previously specified), and for the removal of any cable or other facility buried by the permittee to the extent that the same is required by the City, at the sole expense of the permittee or its appropriate heirs, successors or assigns; for the faithful performance and observance of all of the terms and conditions of this division and the conditions and provisions of Article II of Chapter 34 of the Omaha Municipal Code; and such bond shall also be conditioned for the prompt and full payment of the compensation required by this division, or by any other ordinance, during the period said permit shall be outstanding. Following the issuance of such permit, and as long as the use continues in such public space,the owners of the permitted facility from time to time shall also be responsible to the City for the performance of all of the conditions of the bond above described. Whenever the City shall be of the opinion that the surety on such bond given for such permit issued hereunder has become insufficient and shall so declare in writing sent by regular Mail to the applicant, a new bond for such permit shall thereupon be filed with a new surety to be approved by the City. (ii) In addition to the bond, the applicant shall at all times have in full force and effect a policy of liability insurance in the minimum amount of One Million Dollars ($1,000,000.00) for the injury or death of any number of persons per occurrence, and Two Hundred Fifty Thousand Dollars ($250,000.00) for property damage per occurrence. Such coverage shall name the City of Omaha as an additional insured, as its interest may appear, for all acts and omissions of permittee, its agents and contractors arising out of or in any way connected with the permit and their use and occupation of the public right of way.All such policies and certificates in insurance shall be issued -21 - by companies authorized to do business in the State of Nebraska and shall be approved by the City of Omaha Law Department prior to the commencement of such use and provide that any such policy shall not be cancelled until thirty (30) days written notice of such cancellation shall have been filed with the City Clerk. Any termination or lapse of such insurance will automatically revoke any permit issued pursuant to this division. SECTION E - INTERFERENCE WITH OTHER PUBLIC FACILITIES, RELOCATION, IDENTIFICATION OF COMMUNICATIONS CABLE. (i) No person,whether permitted under this policy or otherwise shall ever use the space under any street, alley, sidewalk or public ground in such manner as to interfere with any traffic control or energy cable, sewer, gas or water conduit, or any other public facilities or utilities lawfully in such street,alley,sidewalk or other public space unless by consent of the City specially granted in the permit. Whenever any applicant or permittee under this policy is given permission to relocate any existing public facility, such relocation shall be entirely at the cost and expense of the applicant or permittee. All such relocation work shall be subject to the control of the City of Omaha or other public entity controlling such public facility, and all such work shall be done promptly in accordance with the directions of the Public Works Department so as to minimize the interruption of the public's use of such facilities. (ii) All work undertaken by the applicant or permittee which requires inspection by the City shall be performed subject to the requirement that the City be fully reimbursed for its reasonable and documented inspection costs, whether the same are part of the initial installation or the relocation of either permittee's facilities or those belonging to the City or any other utility service. (iii) In addition thereto, all permits governed by these specifications are granted subject to the requirement that whenever any work is initiated by the City of Omaha,the State of Nebraska, -22 - Douglas County, the Omaha Public Power District or the Metropolitan Utilities District, or any other publicly owned body, the facilities of the applicant must be relocated within a reasonable time, not to exceed sixty (60) days from written demand for the same, in order to reasonably accommodate such public use. If the permittee fails to undertake or cause the relocation of its facility within a reasonable time, then the City of Omaha retains the right to relocate or allow relocation of the cable and other appurtenant facilities and to assess and collect the reasonable and documented cost from the permittee or any other owner of the facility if the same fail to relocate the cable in a timely manner. (iv) The permittee shall, at its own cost, maintain a local agent available on a twenty- four(24)hour per day, seven days per week basis,to provide to the City, any public entity,or any other persons, permitted to do work in the street right of way, detailed and accurate information concerning the locations, whether in plan, section or profile, or any combination of the same, of the permittee's cable, appurtenances or other facilities. This requirement can be satisfied by the permittee's utilization of a local utility locating service maintained by others,or this provision may be satisfied by any other local, competent agency. (v) The permittee,its heirs,successors and assigns,shall at all times remain responsible for injuries to its cable, its appurtenances and other facilities injured by any party and due to any inaccuracies in the information given with respect to such facility's location. The City of Omaha, and all other parties working on public property, shall be responsible for injuries to the permittee's facilities only to the extent that such injuries result from the intentional damage or willful disregard for the facilities of the permittee. SECTION F-REVOCATION OF PERMIT; REMOVAL OF FACILITIES. -23 - (i) A permit issued under this policy may be revoked by resolution of the City Council upon a finding by the Council of such facts shown below and a failure of permittee to cure such breach within thirty (30) days of sending written notice to such person by the City Clerk, for the following reasons: (a) Failure of the permittee to pay the compensation required within thirty(30) days after the payment due date; (b) Failure or neglect of the permittee to comply with the material provisions of these specifications or any provision of the Omaha Municipal Code applicable to the permit and the use and occupancy of right of way. (ii) Upon revocation of the permit, the permit holder shall forthwith, at the option of the City, either remove or abandon in place the cable and appurtenances for which the permit was granted. All directly buried cable,however,may be abandoned in place at the option of the permit holder. All removals and restoration of the public facilities shall be at the cost of the permittee, and the permittee shall hold the City of Omaha free from any and all encroachments or claims of any type. Such facilities which are not removed by the permission of the City of Omaha shall become the property of the City of Omaha upon the City's certification that the permittee has complied with all requirements of abandonment or cancellation with respect to the specific segment of cable involved. Whenever the permittee has failed or refused to undertake such removal, abandonment and restoration within six (6) months after such revocation of any such permit, then the City may cause such work to be done and the cost of such work shall be paid by the permittee and become a lien against the property of the permittee. (iii) Upon a determination by the City Council that the space for which the permit is granted is needed for other public use and that no relocation within the specific right of way is an -24 - available,reasonable alternative,then the rights under said permit shall be transferred,to the extent possible by the cooperation of the City and the permit holder, to another specific nearby right of way. Such relocation work shall be accomplished by the permit holder at its costs within the time frame specified in Section E(iii)hereof. (iv) This Agreement shall continue in force and effect for a period of ten (10) years from the execution date of this Agreement, and thereafter from year to year unless terminated by either party by giving written notice of its intention to do so not less than ninety(90)days prior to the end of any period. SECTION G-RENTAL FEE FOR SPACE (FOR NON-PUBLIC USE). (i) When the permittee is using the public space in a capacity other than as a telecommunications company offering telecommunications service for a fee, the permittee shall pay to the City an annual rental for the use and occupancy of the space on or beneath said public street, alley, sidewalk or other public ground occupied by such use, which rental shall be the sum of One Dollar and Eighty Cents ($1.80) per lineal foot of space occupied on or underneath the public street, alley, sidewalk or other public ground. "Telecommunications" shall be defined as the transmission, between or among points specified by the subscriber, of information of the subscriber's choosing, without a change in the form or content of the information as sent or received. (ii) All payments made under the provisions of this division shall be made to the City Finance Department and shall be due and payable on the first day of January of each year; provided,however, if the permit is issued for such space after the first day of January,the amount of the initial payment shall be prorated from the day when such permit is issued to the first day of January of the next year,and payment shall be due and payable on or before the first day of January -25 - thereafter. Any such rent shall become delinquent on the first day of January of each year, and such delinquent rent shall draw interest at the rate which is the maximum legal rate of interest chargeable in the State of Nebraska under such circumstances, or at any lesser rate of interest specified, if any in the permit. SECTION H-COSTS TO BE PAID FOR PUBLIC USE PROVIDERS. When the permittee is a telecommunications company offering telecommunications service for a fee and is using the public space for such purpose, the rental fee stated in Section G above shall not apply, but the permittee shall pay the City the following costs: So as to prevent expense to the public for such private use of right of way, and to fully compensate the public for all regulatory expenses resulting from such use, and in addition to the permittee paying for all inspection, relocation and facility location costs mentioned above, the permittee shall promptly pay the actual and reasonable costs of the City of all barricading,traffic detour or warning signing or flagging not actually performed by the permittee and for all other actual and reasonable direct expenses actually incurred by the City in regulating the permittee's use of public right of way granted in this Agreement. "Telecommunications" shall be defined as the transmission, between or among points specified by the subscriber, of information of the subscriber's choosing, without a change in the form or content of the information as sent or received. -26- NO. 1-f I31D Item Submitted By: _Gary Pech Department: Public Works Council Meeting Dates: 1st Reading: October 17, 2017—Over to 10/24/17 2nd Reading and Public Hearing: October 24, 2017—Over to 10/31/17 3rd Reading: October 31, 2017—PASSED 7-0 An ordinance to approve the execution of a Master Fiber IRU Conveyance and Conduit Sharing Agreement between the City of Omaha and ExteNet Systems Inc. ("ExteNet"), providing for ExteNet's usage of City right-of-way and conduit for optical fiber communication lines, and for the City's use of such communication lines; and to provide the effective date hereof. j35- PUBLICATIONS PUBLICATION OF HEARING: 10/ /2017 PUBLICATION OF PASSAGE: 17 Presented to City Council • • October 31, 2017 PASSED 7-0 &Izabetl% Miller City Clerk