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Home My WebLink AboutContract 2016 i � Contract No. City clerk Review_1 Ali gamZ�aZ- Risk Manage f "I Scanned LICENSE AGREEMENT This License Agreement (the "Agreement") is made this 11th day of May, 2022 ("Effective Date"), by and between the City of Cathedral City ("City"), a charter city and municipal corporation organized and existing within in the State of California, ("State"), a and SiFi Networks Cathedral City LLC, a Delaware limited liability company ("SiFi") (each of City and SiFi, a"Party" and collectively,the"Parties"). RECITALS WHEREAS, the City desires to implement a fiber optic network System (as defined below)for community benefit in the City and SiFi desires to install such a System; WHEREAS, SiFi owns the rights to the FOCUS(as defined below)proprietary fiber optic cable System technology; WHEREAS,the City has agreed to grant to SiFi all necessary license rights to access and use the Public Way to install, operate, and maintain the System; and NOW,THEREFORE, in consideration of the mutual obligations of the Parties, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties covenant and agree as follows: SECTION 1 1. Definition of Terms. 1.1 Terms. For the purpose of this Agreement, the following terms, phrases, words, and abbreviations shall have the meanings ascribed to them below. "Access" means facilitation of all necessary City permits encroachments and/or license and/or lease agreements for specified areas within the Public Way. "Boundary" means the legal boundaries of the City as of the Effective Date. "Cabinets" means above ground enclosures placed within the Public Way for the protection of active and passive equipment for the provision of Service throughout the System and as further described in Exhibit A. "Chambers" means underground enclosures placed within the Public Way facilitating access to the active and passive equipment for the provision of Service throughout the System. "Commencement Date" means the date that Substantial Completion, as that term is defined herein,of the System has been achieved. "Construction" means breaking ground for the installation of the System. RIV#4868-3123-2286 vl "Construction Contractor" or "Contractor" means the construction company(ies) performing the physical work. "Drop" means the fiber optic cable run from the System at the edge of the Public Way or the Fiber Access Box ("FAB") or the Toby Box (as each is described in Exhibit A) in the Public Way, as the case may be,to the Premises Wall. "Facility" means the secure spaces that the City agrees to make available to SiFi during the Term for the installation of Shelters and Cabinets. "FOCUS"means SiFi's trademarked FOCUSTM system including the patented Wastewater Fiber Technology, know-how and other proprietary rights, comprising, among other things a combination of blown fiber, aerial,wastewater and other conventional techniques to enable multi gigabit technologies. "FON" means SiFi's fiber optic network built by utilizing a combination of blown fiber, aerial, wastewater and/or other conventional techniques, which may also include FOCUSTM design, as well as electronics to enable multi gigabit technologies. "Home" means a residential single-family dwelling unit or a residential dwelling unit located within a multiple-family dwelling located within the Boundary. "License Area" means the specific portions of the Public Way for the location of the System pursuant to this Agreement. "Microtrenching" means the process of cutting a trench with a dry cut machine and reinstated with cementitious slurry fill as further described in Exhibit A. "Pass" or"Passes" means the duct or Chamber as parts of the System has reached to the curbside of a residential Primary Premise,or the engineered point at or near a commercial Premises from which a Drop can be connected. "Person" means any natural person or any association, firm, partnership, joint venture, corporation, limited liability company, or other legally recognized entity,whether for profit or not for profit, but shall not mean the City or SiFi. "Premises" means the individual units with discrete US postal service addresses located within the Boundary. "Premises Wall" means the exterior of an outside wall of a Premises to which the fiber optic cable can be terminated. "Primary Premises"means the Premises within the Boundary as of the Effective Date but excluding any Premises which SiFi cannot connect (i) because of a lack of a right to access and use the Public Way due to the City not possessing the right, title, interest or authority to permit SiFi to use and occupy the Public Way in order for SiFi to access such Premises, or (ii) because SiFi lack of a right to access any non-City owned property within the Boundary in order to access Page 2 of 28 RIV#4868-3123-2286 vl such Premises, or (iii) if there would be an incremental material cost to connect such Premises would be at least fifty percent (50%) higher than the average cost of SiFi to connect Primary Premises within the Boundary, or (iv) where such Premises already have a pre- existing fiber service available to them and do not desire SiFi to connect such Premises. SiFi shall not be required or obligated to make the System available to such Primary Premises described in (i) through (iv) in this definition and Substantial Completion determination shall not be impacted as a result. "Public Way" shall mean the surface of,and the space above and below, any now existing or future: public street, road, highway, parkway, driveway, freeway, lane, path, court, sidewalk, bridge, alley, boulevard, traffic signals, lamp post, public way, or other public right of way or easement including,public utility easements,dedicated utility strips,or rights of way dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by, granted or dedicated to or under the jurisdiction of the City within the Boundary. For the avoidance of doubt,the term"Public Way" shall also mean any easement now or hereafter held by the City within the Boundary for the purpose of public travel, or for utility or public service use dedicated for compatible uses and shall include all other easements or rights of way held by the City within the Boundary. "Service" means internet, voice, data, and video service or any combination thereof, provided by the City or another Service Provider over the System. "Service Providers" means any entity, which enters into a contract with SiFi to provide Services over the System. "Shelter"means the above ground facility housing System equipment as further described in Section 4.2 and in Exhibit A hereto. "Subscribe" means an agreement to receive from a Service Provider. "Subscriber" means any Person (which for purposes of this definition shall include the City)that has entered into an agreement to receive or otherwise lawfully receives Service. "Substantial Completion" means the date on which, the System has been installed such that it Passes the addresses of each of the Primary Premises and the System is capable of providing Service to each such Primary Premises(but for the lack of a Drop). "System" means all parts of the FON system under and above ground in the City that is designed to support the delivery of Service to Subscribers, including the fiber optic cable and its component parts and appurtenances, and the other cables, wires, components, facilities, Cabinets, ducts, conduits, connectors, Shelters, Chambers, fiber access boxes, appliances, splitters, attachments, and other property, equipment, components, materials, apparatus and appurtenances to the FON system. SECTION 2 2. License Page 3 of 28 RIV#4868-3123-2286 vl 2.1 Grant of License. 2.1.1 SiFi License to Use Public Way. This Agreement sets forth the terms and conditions upon which SiFi is granted a license to enter and occupy the Public Way to install,maintain,and operate the System in the Licensed Area. The particular terms and location of each portion of the System shall be specified in the applicable permit as described in Section 3.2. Subject to this Agreement and the terms of all applicable permits, the City hereby grants and conveys to SiFi aa license to erect, install, construct,repair, replace, reconstruct, maintain, operate or retain in, on, over, under, upon, across, or along any Public Way, subject to City approval,the System including,wires,cables,facilities,Cabinets, components, materials, apparatus ducts, conduits, connectors, vaults, fiber access boxes, appliances, splitters,pots, attachments, and other related property or equipment as may be necessary or appurtenant to the System, within the Boundary, and all extensions and additions thereto during the Term as defined below. SiFi shall have the right, subject to City approval of the applicable permit, which approval shall not be unreasonably withheld, delayed, or conditioned, to determine the final engineering design and location, including but not limited to depth, width, and height, of all equipment and other parts of the System. Notwithstanding the foregoing, the City shall have final approval authority regarding engineering design and location including depth,width, and height of all equipment as part of the review, approval, and issuance of the applicable permit. Both Parties agree to cooperate during the design and permitting process and SiFi must first disclose all engineering designs to the City for permit approval. Notwithstanding the foregoing, installation of the System and use of the Public Way is subject to the applicable permit for a specific location. It is understood that SiFi's right to place the System within City's Public Way is non-exclusive,but that upon issuance of the applicable permit by City, City will not require SiFi to collocate the components of another non-SiFi owned fiber optic network system within SiFi's System (for example within a SiFi Cabinet, Chamber, Microtrench, or Shelter), subject to the terms and conditions of this Agreement. Further, SiFi's rights granted under this Agreement are irrevocable during the Term of this Agreement unless this Agreement is terminated prior to the expiration of the Term in accordance with Section 8. 2.1.2 Abandonment of the System upon Termination of Agreement. Upon the expiration or termination of this Agreement, SiFi shall have the right,but not the obligation,to remove from or abandon in place all or any part of the System in the Public Way that is above-ground. All underground parts of the System shall be deemed abandoned by SiFi upon the expiration or termination of this Agreement. Any part of the system abandoned by SiFi as described in this agreement shall become the property of the City. SiFi will be deemed to have abandoned the System unless it provides written notice to the City within ninety (90) days following the expiration or termination of this Agreement of its intent to remove the above ground portion of System from the Page 4 of 28 RIV#4868-3123-2286 vl Public Way. If such notice of intent to remove is given, SiFi must obtain appropriate permits from the City for the removal of the above ground portions of the System. All work to remove the above ground portion of the System from the Public Way must be completed within twelve (12) months of the expiration or termination of this Agreement,unless the City agrees to an extension of time, which shall not be unreasonably withheld, and any portion of the System remaining in the Public Way thereafter shall be deemed abandoned. The City may remove and dispose of the abandoned System and Licensee shall reimburse City for the reasonable costs actually incurred for such removal and restoration of the Public Way. 2.2 Term of Agreement. This Agreement shall become effective upon the execution and delivery of this Agreement by the Parties(the"Effective Date"). The term of this Agreement shall commence on Commencement Date and run until midnight on the date that is thirty (30) years after the Commencement Date (the "Initial Term"). Following the Initial Term, this Agreement may be renewed for additional terms of fifteen (15) years each (each, a "Renewal Term,"and,collectively with the Initial Term,the"Term")upon approval of a written amendment to this Agreement executed by both parties, which approval by City shall not be unreasonably delayed,conditioned or withheld if SiFi is in material compliance with this Agreement. SiFi shall submit a request for either Renewal Term in writing to City at least one hundred eighty(180)days prior to the expiration of the Term. 2.3 Efficient Permitting Process and Related Compensation. 2.3.1 The City acknowledges and agrees that in order for SiFi to perform its obligations under this Agreement, time is of the essence in connection with permitting, licensing, and approval of the System. The City agrees to provide efficient and diligent good faith review of all applications for permits by SiFi and/or its contractors in connection with this Agreement in accordance with the process and timeframes outlined below, which timelines shall only become effective after the earlier of(i)SiFi's submittal of first permit, or (ii) the date when City has retained or designated the SPOC as provided in Section 2.3.2 below. (i) The City shall within three(3)business days of submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement provide written acknowledgment to SiFi and/or its contractor confirming receipt of such submittal; and (ii) The City shall within five (5) business days of submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement acknowledge in writing that such application is properly submitted and complete, or in the event such application is not properly submitted and complete, provide SiFi and its contractors with a detailed written explanation of any deficiencies. Upon curing any such deficiencies, the City shall undertake an expedited review Page 5 of 28 RIV#4868-3123-2286 vl of the application per the timelines specified herein or other request for permit by SiFi and/or its contractors in order to comply with this Section 2.33.1. (iii) The City shall within fifteen (15) business days of a reasonably sufficient submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement provide written notification of initial review and provide in writing to SiFi and/or its contractors a detailed explanation of any additional information needed for the City to complete its review process. In the event no additional information is needed, the City shall so notify SiFi and/or its contractors in writing. (iv) The City shall within twenty-one (21) business days of a reasonably sufficient submittal by SiFi and/or its contractors of an application or other request for a permit in connection with this Agreement provide fmal approval and issue any necessary approval or permits to SiFi and/or its contractors. 2.3.2 After fmal execution of the License Agreement,the City will retain a Project Manager for the SiFi Project within the City's Public Works Division.The Project Manager will be responsible for resolving issues, finalizing construction details and requirements, development of a seamless and predictable process to facilitate and expedite the plan review, permitting, and construction of the System. The Project Manager will also act as the liaison for effective communications with SiFi and its contractors, City decision-makers, the City Council, and the Cathedral City community at the submission of the first permit application, the City will subsequently retain or designate a single point of contact("SPOC")within the City's Public Works Division to replace the Project Manager. The SPOC will be responsible for plan review,permitting,and inspections,including communications with the SiFi construction team and contractors. 2.3.3 Reimbursement for the Project Manager will begin after execution of the License Agreement. The Project Manager will be available as needed throughout the design,processing, and construction of the System. The SPOC will be full time and dedicated to the SiFi project during the permitting and construction phases of the System to ensure project processing timelines identified in 1.1.1 are met. 2.3.4 SiFi shall reimburse City for all costs and expenses incurred by the City related to this Agreement,including but not limited to staff time and consultant costs, associated with the hiring of the Project Manager and SPOC. Actual hourly rates for the Project Manager and the SPOC will be mutually agreed by the Parties in advance and in writing. The City will invoice SiFi monthly for all costs incurred by the City, and SiFi agrees to pay such invoices within thirty(30)days of receipt. For the avoidance of doubt, City shall not simultaneously employ both the Project Manager and the SPOC. Page 6 of 28 RN#4868-3123-2286 vl 2.3.5 Nothing herein shall be construed as a promise, warranty, or guarantee of approval of any permit, license, or other land use approval which may be required.Provided that no permit, license, or other land use approval of any other approval requested by or required if SiFi shall be unreasonably withheld, conditioned, or delayed. Furthermore, SiFi shall have no liability for and shall not be deemed to be in breach of any of its obligations hereunder, if the necessary permits, licenses or approvals are not issued or are issued but not timely by the City. 2.4 Fees, Expenses and other Charges. Except as expressly set forth herein, each Party shall bear and be responsible for all of its own costs, fees and expenses incurred in executing and performing this Agreement. The City agrees that this Agreement shall not require SiFi to comply with or otherwise be subject to any obligations or liabilities as a grantee of a franchise under the City's municipal code, ordinances or similar laws. The City agrees that City bonding and insurance requirements will be satisfied by bonds and insurance coverage provided as part of the encroachment permit application and supplied by the Construction Contractor (as principal) performing the construction of the System. Such bonds and insurance documentation to be supplied prior to the start of Construction. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 2.5 will survive expiration or termination of this Agreement. SECTION 3 3. The System. 3.1 System Description. SiFi will install the System within the Boundary using the Public Way. The System shall use fiber optic cable emanating from the Shelter to the applicable Cabinet in the Public Way and then to the private Premises Wall for each applicable Primary Premise. The Parties acknowledge and agree that there is no agreed design or configuration of the actual location of the System within the Public Way at this time and that SiFi shall submit such designs specification, plan and associated details to the City for approval when ready. The City will work with SiFi to approve actual physical locations, of the fiber optic cable based upon engineering design submitted, reviewed, and approved as part of the process to obtain required permits. The City will also work with SiFi to approve locations, approve designs and site improvement requirements for other equipment and components of the System in,on,over,under, upon, across, or along the Public Way and from the Public Way to the Premises Wall. All construction must be in compliance with the City's National Pollutant Discharge Elimination System(NPDES) Municipal Separate Storm Sewer System(MS4)permit. 3.2 Permits and General Obligations. SiFi shall obtain applicable permits including but not limited to encroachment, licenses, or other forms of plan review and approval or authorization necessary to construct, install, operate, maintain, replace, reconstruct, or repair the System, or any part thereof, during the term of this Agreement and any extensions. Construction and installation of the System shall be performed in a safe manner by licensed contractors using materials of good quality. Except as agreed in Sections 2.3 and 4.1.1, SiFi will adhere to all then- current City requirements and standards, including but not limited to the Cathedral City Municipal Page 7 of 28 RIV#4868-3123-2286 vl Code, City public right of way design standards, and standard encroachment permit terms and conditions, in carrying out construction activity. Sifi shall provide as-built construction plans and details, after completion of construction but before City Inspector's signing off SECTION 4 4. Construction. 4.1 Construction of the System. SiFi will use commercially reasonable efforts to commence Construction on or before a date that is twenty-four (24) months after the Effective Date(the"Construction Commencement Deadline"); provided however, in the event of a Force Majeure Event or if all Shelter locations have not been agreed upon within twenty-four(24)months from the Effective Date,the Construction Commencement Deadline shall be extended by the time impact resulting from the(i)Force Majeure Event or(ii)delay in agreeing on all Shelter locations. In addition, SiFi will use commercially reasonable efforts to complete construction of the System on or before a date that is forty eight(48)months after the Construction Commencement Deadline (the "Construction Completion Deadline"); provided however, in the event of a Force Majeure Event or if all Shelter locations have not been agreed upon within twenty-four(24) months from the Effective Date, the Construction Completion Deadline shall be extended by the time impact resulting from (i) the Force Majeure Event or (ii) delay in agreeing on all Shelter locations. The timeline shall also be extended due to and for the length of any delay by the City in performing its obligations hereunder or issuing the permits, licenses and approvals to SiFi or its contractors.Both Parties recognize and agree that SiFi cannot guarantee the Construction Commencement Deadline or the Construction Completion Deadline as many elements are outside of its control. SiFi will keep the City informed of the progress of its schedule at reasonable intervals. 4.1.1 The City acknowledges and agrees that SiFi and its contractors intend to use varying construction techniques for the System Construction and deployment, which may include, any of the following: (i) traditional open trench and/or directional boring; (ii) slot cut Microtrenching as set forth in the specifications set forth in Exhibit A to this Agreement; (iii) the use of a ground penetration radar system as the primary method for identifying underground utilities prior to any Microtrenching (SiFi shall provide City with reports of all ground penetration radar scan results); (iv) aerial cables (shall not be permitted on existing aerial facilities and poles); and/or (v) techniques ancillary to or related to the foregoing. The details and standards outlined in Exhibit A are approved as the primary techniques used in the construction of the System and can be included in the Page 8 of 28 RIV#4868-3123-2286 vl engineered improvement plans submitted for each permitted work zone. All typical standards and details must be prepared by the Engineer of Record and all improvement plans submitted to the City for its review must first be signed and sealed by the Engineer of Record. When SiFi chooses to use techniques outside of the typicals in Exhibit A, the SiFi will propose to City Engineer alternative techniques for the City Engineer's approval in his reasonable professional discretion. 4.1.2 Except for emergency repairs, City agrees SiFi's contractors working hours are Monday through Friday from 7:00 AM to 7:00 PM;provided that, work will be performed as specified below: 7AM- 8AM Toolbox talks/Prep/Move to site, etc. 8AM- 4PM Microtrenching/Handholes/Laterals, etc. 8AM- 6PM Reinstatement/Handholes/Laterals, etc. 6PM- 7PM Site clean-up, etc. 7PM off site. All material stockpiles, equipment and contractor equipment to be completely removed from the public right-of-way by 7 p.m. Work on Saturdays may be allowed between the hours of 9 a.m. to 5 p.m. to perform punch list repairs and other clean-up activities only. After the first three occurrences by SiFi's contractor(s) of a failure to comply with the above work hours, the City will have the right to assess SiFi a two thousand five hundred dollars ($2,500)penalty on any day a violation of the stated work hours occurs. No work shall occur on Sunday and Federal holidays. SiFi's contractor(s)violate this provision more than 3 times in a single week the City may call a meeting with the executives from SiFi and its contractor to discuss and agree on a strategy to prevent future violations from occurring. 4.1.3 SiFi will maintain and staff a toll-free telephone line and customer service primary answering point to answer questions and address concerns and complaints from the public during the course of construction of this project. 4.1.4 SiFi shall during the course of construction of this project, maintain a work crew dedicated to completing construction punch list work and repairs prepared by the City's Inspector from the previous day's work. 4.1.5 The installation of the System will be constructed so as to install all conduit with a separation barrier layer of sand,or other material as reasonably accepted and approved by the City Engineer based on his/her professional engineering judgement and according to industry standards and practices, to Page 9 of 28 R1V#4868-3123-2286 vl separate the conduit from the micro-trench solid fill material, as specified in the definition of Microtrenching which cover includes the separation barrier layer, except for instances where a different conduit location depth is required as described herein. 4.1.6 The installation of the System (and any relocated installations) will be constructed with a micro-trench fill material which is compatible with standard pavement reconstruction grinding machine operations to avoid damage to the microtrench installation during City grind and overlay street projects and to minimize relocation of the SiFi facilities. Such micro-trench fill material will be approved for use by the City,unless the City Engineer provides evidence after additional actual use and experience and documentation that such micro-trench fill is not minable, displays failure points, creates any type of monolithic structure/chunking of surrounding material,other performance related issues,or other performance failure of such microtrench fill material. 4.2 Location of Equipment/Facilities. 4.2.1 Facilities. Subject to sections 4.2.2 below, during the Term,the City shall provide SiFi, as needed,with access to and use of a for the installation and operation of up to two (2) SiFi Shelters(enclosed area of approximately one thousand(1,000) square feet per location for each Shelter) subject to a separate lease, easement or another suitable agreement to be negotiated in good faith between the parties including payment by SiFi of fair market value for the use and occupancy of each such Shelter Facility on City-owned land. 4.2.2 Shelters and Cabinets Locations. The City and SiFi agree to cooperate in the selection of suitable sites for the Shelters and Cabinets. However, City has sole and absolute discretion to reject a proposed location; provided that, the City will use reasonable efforts to offer suitable alternative locations. SiFi agrees to provide engineering designs including intended locations of the Shelters and Cabinets required for the System to the City prior to Construction in accordance with City's permitting process. 4.2.3 GIS Shapefile. Upon completion of design phase and installation, SiFi will provide the City with a GIS Shapefile notating the location of each Shelters, cabinets and fiber conduit. SECTION 5 5. Oversight and Regulation by City. 5.1 Oversight of Construction. In accordance with applicable law, the City shall have the right to oversee and inspect the Construction of the System in the Public Way. The City shall have the authority, for all work occurring in the Public Way to issue a Page 10 of 28 RIV#4868-3123-2286 vl temporary Stop Work Order to SiFi's contractor for material, but not limited to and in all cases in the reasonable professional discretion of the City Engineer: 5.1.1 City will provide SiFi and their contractor notice of non- compliance with (i) construction inconsistent with approved plans or failure to abide by work zone permit conditions of approval, non-conformance with approved improvement plans, or(ii) safety violations which includes operation of vehicles and traffic control measures that the City Engineer determines,in the City Engineer's reasonable professional discretion, is serious enough to order the work stopped. 5.1.2 Except for safety violations identified in the notice, which SiFi shall remedy immediately, SiFi will have five (5) working days to cure and remedy the items stated in the notice of non-compliance and complete any related punch list work prior to a related Stop Work Order being issued, or if the problem cannot be cured in five(5)working days,to have met with the City and come to a good faith agreement on a compliance plan. SiFi shall reimburse the City for all costs and expenses it incurs in relation to a safety violation. 5.1.3 Upon completion of the required compliance measures and notification to the City Engineer, the City Engineer or designee will inspect the work and/or contractor operations to approve, which approval shall not be unreasonably, in their professional discretion delayed, conditioned or withheld, compliance measures. 5.1.4 If non-compliance still exists, in the City Engineer's reasonable professional discretion, City will issue a stop work notice to be effective on the next working day for the portion of the work area affected by the notice of non- compliance, which will continue in force and effect until the items stated in the notice of non-compliance have been corrected and approved by the City Engineer, which approval shall not be unreasonably, in their professional discretion delayed, conditioned or withheld. 5.2 Compliance with Applicable Laws. SiFi and the City shall, at all times during the Term,be subject to and comply in all material respects with all applicable federal, state laws and local laws. 5.3 Treatment of Trade Secret and Privileged Writings. All writings, as defined in the California Public Records Act (CPRA), provided to City by SiFi or created by City, whether related to the subject of this Agreement,the System, or any license or permit issued by City or application therefor, shall be deemed to be disclosable under the California Public Records Act unless marked as "Confidential" or "Proprietary" or other restrictive marking ("Marked Writing") as exempt from disclosure by SiFi or City and the Marked Writing(s) qualify(ies) as exempt under the CPRA (e.g. Trade Secret or otherwise statutorily privileged writings). If City receives a request for public records that seeks or would otherwise require the disclosure of, any Marked Writing, then City shall, within two (2) business days of its receipt of Page 11 of 28 RIV#4868-3123-2286 vl the request, provide SiFi with a copy of the CPRA request and include a statement that City may be required to disclose Marked Writings. If SiFi objects to the disclosure of any Marked Writing, then it shall so state in a written communication back to City within two(2)business days. If SiFi fails to timely object or respond then City may, it its own discretion, disclose any Marked Writing and shall have no liability for such disclosure to SiFi and its affiliates and their respective directors, officers,managers,members,equity and debt holders,partners,employees,contractors,agents and representatives and their heirs, successors and assigns. If SiFi timely objects to the disclosure of any Marked Writing, then it shall at the same time designate which specific provision(s) of the CPRA exempt the Marked Writing(s) from disclosure and City will assert same in its response to the request. In the event SiFi has objected to the disclosure of the Marked Writing(s),then it shall be SiFi's obligation to seek a protective order, injunction to take other action as it may deem necessary to prevent disclosure of the Marked Writing(s) and, except if such non-disclosure is allowed due to a protective court order or an injunction, SiFi shall indemnify, defend (with legal counsel reasonably acceptable to City) and hold harmless City, its officials, officers, employees, agents, contractors, and volunteers from any claim, action, suit, order,judgment, cost (including without limitation attorney's fees and expert witness fees),damage,injury,or liability arising from or in any way related to City's non-disclosure of the Marked Writing(s). The Parties agree to meet and confer and mutual cooperate in the implementation of this Section. City shall take reasonable measures to avoid inadvertent exposure of Marked Writings to public view at its facilities, but shall have no responsibility or liability for the willful misconduct or criminal act of any person related to such Marked Writings. SECTION 6 6. Insurance. SiFi or an affiliate of SiFi shall procure and maintain from the date of start of Construction for the duration of the term of the Agreement, appropriate insurance for the services SiFi or affiliates perform, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the SiFi, its agents, representatives, employees, or subcontractors. 6.1 Minimum Scope and Limit of Coverage. Coverage shall be at least as broad as: A. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. Coverage shall include blanket contractual liability and broad form property damage,premises, operations, explosion,collapse,underground hazard(commonly referred to as"X", "C" and"U" coverages B. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than$1,000,000 per accident for bodily injury and property damage. Page 12 of 28 RIV#4868-3123-2286 vl C. Workers' Compensation insurance as required by the State, with Statutory Limits, and Employers' Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. D. Professional Liability with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.Insurance must be maintained, and evidence of insurance must be provided for at least one(1) years after completion of contract work E. Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. If the services involve lead-based paint or asbestos identification/remediation, the Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold. F. Commercial Umbrella or Excess Liability Insurance. In an amount not less than Five Million Dollar($5,000,000.00) limit per occurrence and in the policy aggregate in excess over all limits and coverages noted in paragraphs A, B and C above. If the Contractor or SiFi maintains broader coverage and/or higher limits than the minimums shown above for all policies, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor or SiFi. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City to the extent necessary to cover any actual damages suffered by the City. 6.2 Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. At the option of the City, SiFi shall cause the insurer to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or SiFi shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. 6.3 Other Insurance Provisions: A. Additional Insured. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of SiFi including materials,parts, or equipment furnished in connection with such work or operations and automobiles owned,leased,hired,or borrowed by or on behalf of SiFi. General liability coverage can be provided in the form of an endorsement to the SiFi's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Page 13 of 28 RIV#4868-3123-2286 vl B.Primary Insurance. For any claims related to this project, SiFi's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the SiFi's insurance and shall not contribute with it. C.Notice of Cancellation. SiFi shall provide prompt written notice if(1)any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, SiFi shall forthwith obtain and submit proof of substitute insurance. D.Builder's Risk(Course of Construction) Insurance. SiFi may, if requested by the City, submit evidence of Builder's Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery, and equipment. The Property Installation Floater shall provide property damage coverage for any building,structure,machinery, or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City's site. E.Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City. F. Waiver of Subrogation. SiFi hereby agrees to waive rights of subrogation which any insurer of SiFi may acquire from Contractor by virtue of the payment of any loss.Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors. G. Verification of Coverage. SiFi shall furnish, upon request, the City with Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before the date of the start of Construction. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. Page 14 of 28 RIV#4868-3123-2286 vl H. Contractor/Subcontractors. SiFi shall require that the Contractor and all subcontractors maintain insurance meeting all applicable to scope of their respective services requirements stated herein, and SiFi shall require,to the extent possible if required by the City, the Contractor and all the subcontractors to list City as an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. I. Special Risks or Circumstances. City reserves the right to modify, at any time, these requirements, including limits,based on the nature of the risk,prior experience,insurer, coverage, or other circumstances. SECTION 7 7. Parties' Obligations. 7.1 Obligations of the City. In addition to all other duties and obligations contained elsewhere in this Agreement, City has the following duties and obligations: (i) Provide a single point of contact ("SPOC") for SiFi, which SPOC will be responsible to address all issues related to the System, providing coordination with and act as a liaison to City departments, and serving as a communication and troubleshooting resource for SiFi. (ii) Offer the full cooperation of all City departments with respect to relevant issues with respect to the System. Such cooperation will be supervised by the SPOC. (iii) Subject to Section 3.2, provide SiFi and its representatives with access to all City property and all City assets and infrastructure for which a permit has been issued to SiFi for the installation, inspection, and maintenance of the System and for any other reasonable business purpose with respect to the System for such access following completion of construction. SiFi and/or any contractors it hires will be required to obtain encroachment permits and pay any related permit and inspection fees and comply with all other standard encroachment permit conditions of approval for future maintenance and/or repairs and/or alterations to its System located within the Public Way. (iv) Participate in regular status meetings for the coordination of all matters related to the System. (v) Provide efficient and diligent, as specified in Section 2.3, good faith review of all applications for permits submitted by SiFi or its representatives or contractors, including permits or other necessary items for construction work on the System within the Public Way. Page 15 of 28 RIV#4868-3123-2286 vl (vi) For emergency repair work performed (or caused to be performed)by the City,the City agrees to take reasonable actions to protect any conflicting SiFi facilities, such reasonable protective actions to be considered in light of the facts and circumstances creating the need for the emergency repair work. The City need only notify SiFi prior to emergency repair work in the event a conflict is identified,and only if time allows based on the nature of the emergency repair and consideration of public safety. If the City deems relocation is necessary and City further deems that there is time to allow for such relocation, SiFi shall be notified of the requirement to relocate and it shall be SiFi's full responsibility to pay for and perform the relocation in a timely manner as required by the City. If SiFi fails to relocate, the City and its contractor will not be held liable in any way for damage to SiFi's facilities. If feasible, and there is sufficient time in light of the nature of the emergency, as determined by the City Engineer, City will cooperate with SiFi to relocate the impacted facility in order to minimize damage. If,due to the emergency,there is insufficient time to notify SiFi of a conflict with the emergency repair, under no circumstances shall the City or its contractor be responsible or liable for any claim of damage to SiFi's facilities during emergency operations and/or for any claims related to such damage, including interruption of service delivery or any other consequential damages. (vii) City agrees that SiFi shall have the right to construct and maintain the System on recently resurfaced public streets. (viii) City hereby agrees that access to and from the FAB and/or or Toby Box to extend the Drop to a Premise does not require permits from the City. 7.2 Obligations of SiFi. In addition to all other duties and obligations contained elsewhere in this Agreement, SiFi has the following duties and obligations: (i) Work closely with the SPOC of the City and relevant City departments with respect to the construction of the System. (ii) Comply with all requirements of City for permit and Public Way use applications, to the extent they may be required. (iii) Maintain or provide for the maintenance of the System. (iv) SiFi and its contractors shall register with the State's safe excavation notification system; and (v) SiFi shall not be required to relocate for any routine curb and gutter and sidewalk maintenance and repair including without limitation repair of potholes, milling and repaving of roadways; provided that, City Page 16 of 28 RIV#4868-3123-2286 vl and City's contractors shall exercise reasonable care and shall be liable to SiFi for any damages to the System. Except for the above paragraph and when work to be performed by the City or its contractors is reasonably required to be within two inches (2") radius from the SiFi System in accordance with industry standards ("Conflict"), City shall provide SiFi with not less than sixty (60) days written notice of such Conflict and City shall provide all reasonable accommodations including excavating to the SiFi impacted facilities as reasonably requested by SiFi to allow and facilitate coordination with the City contractor in order for SiFi to protect,or to temporarily or permanently relocate the impacted portion of the System; provided that, SiFi shall bear the direct reasonable cost for additional delays or costs incurred by the City for such Conflict work. If SiFi fails to act on such notice of Conflict within sixty(60)days from receipt, City will not be liable to SiFi for any resulting damages to the System. If, after its receipt of a Conflict relocation notice per the preceding paragraph, SiFi fails or refuses to relocate,within the time period identified in such notice, its facilities located in, on, upon, along, under, over, across or above any Public Way or to pave, surface, grade, repave, resurface or regrade as required,pursuant to any provision of the Agreement,the City or other public entity may cause the work to be done and will keep an itemized account of the entire cost thereof, and SiFi shall hold harmless the City, its officers and employees from any liability, claims or damages which may arise or be claimed to arise from the moving, cutting, or alteration of any of SiFi's facilities, or the turning on or off of water, oil, or other liquid,gas, or electricity. In addition, SiFi agrees to,and shall,reimburse the City for such cost within forty-five (45) days after presentation to SiFi of an itemized account of such costs. (vi) SiFi shall be solely responsible for all repairs, maintenance, and adjustments to the System; provided that, City shall be liable to SiFi to the extent any loss or damages to the System or other property and equipment results from the active negligence or willful misconduct of acts or omissions by the City or its agents. SECTION 8 8. Breach; Rights and Remedies; Termination; Indemnification. 8.1. SiFi Breach or Default. In the event the City believes that SiFi has not complied with or is otherwise in default with regard to any material term of this Agreement, the City shall promptly notify SiFi in writing with specific details regarding the exact nature of the alleged noncompliance or default (a"City Breach Notice"). The reasonable failure to promptly provide Page 17 of 28 RIV#4868-3123-2286 vl such notice,however, shall not act as a waiver of any rights and remedies of City hereunder unless and only to the extent that SiFi is materially prejudiced by such failure. 8.1.1 SiFi's Right to Cure or Respond. SiFi shall have forty- five (45) days from its receipt of a City Breach Notice (the "Initial SiFi Cure Period")to: (i) respond to the City, contesting the assertion of noncompliance or default and in such event the Parties shall use commercially reasonable efforts to promptly resolve such contest and to the extent the Parties are unable to resolve such contest within thirty (30) days of SiFi's response, each Party shall be entitled to seek any and all rights and remedies available to it at law or in equity to resolve such contest; or (ii) cure an actual default or noncompliance; provided, however,in the event that the default is curable but due to the nature of the default or noncompliance, such default or noncompliance cannot be cured within the Initial SiFi Cure Period, so long as SiFi initiates reasonable steps to remedy and continuously and diligently uses all reasonable efforts to cure such default or noncompliance promptly and notifies the City of the steps being taken and the projected date that they will be completed, the Initial SiFi Cure Period shall be extended for a reasonable amount of time to permit such cure but not to exceed ninety(90) days from SiFi's receipt of a City Breach Notice(the"Extended SiFi Cure Period"and together with the Initial SiFi Cure Period,the"SiFi Cure Period"). 8.1.2 City Rights and Remedies. (i) If SiFi fails to cure any actual noncompliance or default as provided in Section 8.1.1(ii) above within the SiFi's Cure Period, the City may: (a) seek specific performance of any provision of this Agreement which lends itself to such remedy as an alternative to money damages; (b) seek money damages from SiFi; or (c) in the event of the breach of, noncompliance with or default under any material term of this Agreement,terminate this Agreement and seek any and all rights and remedies available to it at law or in equity. 8.2 City Breach or Default. In the event SiFi believes that the City has not complied with or is otherwise in default with regard to any term of this Agreement, SiFi shall promptly Page 18 of 28 RIV#4868-3123-2286 vl notify the City in writing with specific details regarding the exact nature of the alleged noncompliance or default(a"SiFi Breach Notice"). The failure to promptly provide such notice, however, shall not act as a waiver of any rights and remedies of SiFi hereunder unless and only to the extent that the City is materially prejudiced by such failure. 8.2.1 City's Right to Cure or Respond. The City shall have forty-five (45) days from its receipt of a SiFi Breach Notice (the "Initial City Cure Period"); provided that the City Cure Period for a failure of the City to review permit applications and issue a permit(s) necessary to construct the System as required under Sections 3.2 and 7.2.1(iv) (a "Permit Issuance Breach") shall be seven(7) days from its receipt of a SiFi Breach Notice to: (i) respond to SiFi, contesting the assertion of noncompliance or default and in such event the Parties shall use commercially reasonable efforts to promptly resolve such contest and to the extent the Parties are unable to resolve such contest within thirty(30)days of the City's response, each Party shall be entitled to seek any and all rights and remedies available to it at law or in equity to resolve such contest; or (ii) cure an actual default or noncompliance;provided,however, in the event that the default is curable but due to the nature of the default or noncompliance, such default or noncompliance cannot be cured within the City Cure Period, so long as the City initiates reasonable steps to remedy and continuously and diligently uses all reasonable efforts to cure such default or noncompliance promptly and notifies SiFi of the steps being taken and the projected date that they will be completed, the City Cure Period shall be extended for a reasonable amount of time to permit such cure but not to exceed ninety (90) days from the City's receipt of a SiFi Breach Notice (the "Extended City Cure Period" and together with the Initial City Cure Period, the "City Cure Period); provided further, however, no Extended City Cure Period shall apply to a Permit Issuance Breach. 8.2.2 SiFi Rights and Remedies. If the City fails to cure any actual noncompliance or default as provided in Section 8.2.1(ii) above within the applicable City Cure Period, SiFi may: (i) seek specific performance of any provision of this Agreement which lends itself to such remedy as an alternative to money damages; (ii) seek money damages from the City; or (iii) in the event of the breach of, noncompliance with or default under any material term of this Agreement,terminate this Agreement and seek any and all rights and remedies available to it at law or in equity. 8.3 Additional Rights to Terminate. Page 19 of 28 RIV#4868-3123-2286 vi 8.3.1 At any time prior to commencing Construction, SiFi shall have the immediate right, at its option, upon written notice to the City to terminate this Agreement.Unless such termination is due to the City's failure to comply with the Agreement, SiFi shall reimburse City for all costs and expenses for which it is liable under Section 2.3.2 of this Agreement incurred by City up to and including the effective date of the termination. 8.3.2 A Party shall have the right, at its option,upon notice to the other Party to terminate this Agreement if the other Party becomes (i) insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors,or becomes subject to direct control of a trustee, receiver or similar authority, or (ii) subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes which is not rescinded or dismissed within thirty(30)days. 8.4 Indemnification. 8.4.1 The City agrees to indemnify, defend, and hold harmless SiFi and its affiliates and their respective directors, officers, managers, members, equity and debt holders, partners, employees, contractors, agents and representatives and their heirs, successors and assigns at the City's sole expense from and against any and all claims, suits, and demands of liability, loss, cost, expense or damage, including reasonable attorney's fees (collectively, "Damages"), arising out of third party claims resulting from the City's gross negligence or willful misconduct. Notwithstanding anything to the contrary contained in this Agreement, the indemnity obligations set forth herein will survive expiration or termination of this Agreement. The defense obligation shall be required whenever any claim, action,complaint, or suit asserts as its basis the gross negligence or willful misconduct of the City, its officers, agents, and/or employees. Notwithstanding the foregoing, the City shall not be liable for the defense or indemnification of the SiFi Indemnitees for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the SiFi Indemnitees. 8.4.2 SiFi shall defend(with legal counsel reasonably acceptable to City, such acceptance not be unreasonably withheld, delayed, or conditioned), indemnify and hold the City, its officials, officers, employees, volunteers and agents ("City Indemnitees") free and harmless from any and all claims,demands,causes of action,costs,expenses,liability,loss,damage or injury, in law or equity,to property or persons, including wrongful death, in any manner which actually or allegedly arise out of or are incident to any alleged acts, omissions, negligence or willful misconduct of SiFi, its officials, officers, employees, agents, and subcontractors arising out of or in connection with the performance of this Agreement, including without limitation the payment of all attorney's fees and other related costs and expenses except where caused by the active negligence, sole negligence, or Page 20 of 28 RIV#4868-3123-2286 vl willful misconduct of the City its officers, officials, employees and volunteers. SiFi shall defend, at its own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City,its directors, officials,officers, employees, agents or volunteers. SiFi shall pay and satisfy any judgment, award or decree that may be rendered against the City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. SiFi shall reimburse the City,its officials,officers, employees,agents and/or volunteers,for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. SiFi's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City its officials, officers, employees, agents or volunteers. SiFi's obligation under this Section 8.4.2 includes,but is not limited to,the obligation to defend, indemnify, and hold harmless City Indemnitees from all loss, cost, and expense related to actions by State or federal regulatory agencies having officially determined that SiFi's operations are in violation of applicable State or federal laws. 8.5 Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING ANY LOST SAVINGS OR HARM TO BUSINESS. EACH PARTY HEREBY RELEASES THE OTHER PARTY AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EQUITY AND DEBT HOLDERS, PARTNERS, EMPLOYEES, CONTRACTORS AND REPRESENTATIVES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS, FROM CLAIMS FOR ANY SUCH DAMAGES. The aggregate liability under this Agreement for each Party individually shall be limited to the higher of five million dollars ($5,000,000) or the amount of available applicable insurance coverage. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 8.5 will survive expiration or termination of this Agreement. SECTION 9 9. Disputes. 9.1 For all claims, disputes or controversies arising out of, or in connection with, the breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in connection with,the System which cannot be settled through negotiation,the Parties agree first to try in good faith to settle the matter by mediation in the County where City is located, prior to commencing litigation. 9.2 All claims, disputes or controversies arising out of, or in connection with, the breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in connection with,the System, shall be decided in a court of law. The sole and exclusive venue for Page 21 of 28 RN#4868-3123-2286 vl all claims, disputes or controversies arising out of, or in connection within the breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in connection with, the System, shall be the United States District Court with applicable federal jurisdiction for the City, or if there is no federal court jurisdiction, the state courts in the County where City is located. SECTION 10 10. Miscellaneous Provisions 10.1 Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and each of their respective successors and assigns as provided herein. This Agreement may not be assigned by SiFi without the express written consent of City,which consent will not be unreasonably withheld,conditioned,or delayed. The transfer of the rights and obligations of SiFi to a parent, subsidiary, or other affiliate of SiFi, or to any successor-in-interest or entity acquiring fifty-one percent(51%) or more of SiFi's stock or assets will be deemed an assignment for the purposes of this Agreement and will require the City's consent, which consent will not be unreasonably withheld, conditioned, or delayed. Moreover, with respect to any requested assignment, SiFi must reasonably demonstrate to the City compliance with the following criteria: (i)the proposed assignee or transferee will have a financial strength after the proposed transfer at least equal to that of SiFi immediately prior to the transfer; (ii) the proposed transferee assumes all of SiFi's obligations under this Agreement; and (iii) the experience and technical qualifications of the proposed transferee in providing telecommunications or similar services evidences the ability to operate the System. 10.2 Force Majeure. Except as otherwise expressly set forth in this Agreement, SiFi will not be held in default under, or in breach or noncompliance with, the provisions of this Agreement,nor suffer any enforcement or penalty relating to noncompliance or default(including termination,cancellation or revocation of this Agreement),where such noncompliance or alleged defaults occurred or were caused by any of the following events(each a"Force Majeure Event"): failure by the City to issue permit(s) required to construct the System or any part thereof to SiFi or its contractor(s), failure by the City to comply with this Agreement, conduct by the City that materially interferes with SiFi's ability to perform, labor strike, riot, war, earthquake, flood, hurricane,health crisis,pandemic,drought,tornado,unusually severe weather conditions,or other act of nature, labor disputes, failure of utility service necessary to construct the System, governmental, administrative or judicial order, or other event that is beyond SiFi's reasonable control. Force Majeure Events also include work delays caused by waiting for(i)utility providers to service or monitor their own utility infrastructure on which SiFi's fiber optic cable and/or equipment may be deployed, as well as unavailability of materials and/or reasonably qualified labor to perform the work or (ii) third parties' acts or omissions within the Public Way which materially interfere with SiFi's ability to perform its obligations under this Agreement. 10.3 Notice. All notices and communications hereunder shall be in writing and shall be served upon the other party by hand delivery, nationally recognized overnight delivery service, United States certified mail, return receipt requested, or by electronic mail and addressed as follows: Page 22 of 28 RIV#4868-3123-2286 vl IF TO THE CITY: City of Cathedral City City Hall 68700 Ave Lalo Guerrero Cathedral City, CA 92234 Attn: John Corella, City Engineer Email: jcorellaAcathedralcity.gov IF TO SIFI: SiFi Networks Cathedral City LLC 103 Foulk Road, Suite 500 Wilmington, DE 19803 Email: NOTICES@SiFiNetworks.com or to such other address as such Party may hereafter specify for the purpose by notice to the other Party in the manner provided in this Section 10.3. All such notices, requests and other communications will be deemed received on the date of receipt if received prior to 5 p.m. on any business day in the place of receipt. Otherwise, any such notice, request or communication will be deemed not to have been received until the next succeeding business day in the place of receipt. Rejection or other refusal to accept or inability to deliver because of change of address of which no notice was given shall be deemed to be receipt of the notice. 10.4 Entire Agreement. This Agreement, including all Exhibits, embodies the entire understanding and agreement of the City and SiFi with respect to the subject matter hereof. This Agreement supersedes all other agreements whether written,verbal,or otherwise between SiFi and the City with respect to the subject of this Agreement. 10.5 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,illegality or unenforceability shall not affect any other term or provision of this Agreement (which other terms and provisions shall remain in full force and effect) or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 10.6 Governing Law. This Agreement shall be deemed to be executed in the State and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with,the laws of the State as applicable to contracts entered into and performed entirely within the State, irrespective of conflict of laws principles. 10.7 Modification. This Agreement shall not be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the City and SiFi. For the avoidance of doubt,this Agreement cannot be amended or modified orally or by course of conduct, Page 23 of 28 RIV#4868-3123-2286 vl and no executory agreement, oral agreement or course of conduct shall be effective to amend or modify this Agreement in whole or in part. 10.8 No Third Party Beneficiaries. Nothing in this Agreement or in any prior agreement is or was intended to confer third party beneficiary status on any party or Person not a party to this Agreement including a member of the public. 10.9 No Waiver of Rights. Nothing in this Agreement shall be construed as a waiver of any rights, substantive or procedural that SiFi or the City may have under federal or state law unless such waiver is expressly stated herein. 10.10 No Rights to the System. The City expressly agrees that, except as expressly set forth in this Agreement, it does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the System, throughout the term of this Agreement Except as provided in Section 8.1.2 (iii)Section 8.1.2 (iv) above, SiFi shall, at all times, retain title to and ownership of the System and all future extensions of the System, and shall have the right to lease the System or parts thereof to a provider of internet, data, voice,video and other services. 10.11 Representations and Warranties. 10.11.1 The City represents and warrants to SiFi that: (a) it has full authority(including the authority required by any applicable law,ordinance,rule or regulation) to enter into and perform this Agreement and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby are within the right, power and authority of the City and have been duly authorized by all necessary action on the part of City, (b)this Agreement has been duly executed and delivered by the City and it constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its terms(except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity)and(c)the execution and delivery of this Agreement by the City and its performance hereunder and thereunder will not violate any law, ordinance, rule, or regulation applicable to the City. 10.11.2 SiFi represents and warrants to the City that: (a) it has full authority to enter into and perform this Agreement and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby are within the power and authority of SiFi and have been duly authorized by all necessary action on the part of SiFi, (b) this Agreement has been duly executed and delivered by SiFi and it constitutes a legal,valid and binding agreement of SiFi enforceable against SiFi in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity) and (c) the execution and Page 24 of 28 RIV#4868-3123-2286 vl delivery of this Agreement by SiFi and its performance hereunder and thereunder will not violate any law, rule, or regulation applicable to SiFi. 10.11.3 OTHER THAN THE EXPLICIT REPRESENTATIONS AND WARRATIES MADE BY SIFI TO CITY UNDER THIS AGREEMENT, SIFI MAKES NO REPRESENTATIONS OR WARRANTIES TO THE CITY OR ANY PERSON WITH RESPECT TO THE SYSTEM (OR THE COMPONENTS THEREOF) AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR- FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT SIFI MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 10.12 Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either SiFi or the City. 10.13 No Partnership. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the City and SiFi or any other relationship other than a contractual relationship as expressly set forth in this Agreement. Neither Party shall in any manner act or indicate to any third party that is acting as the agent of the other Party. SiFi shall at all times remain an independent contractor.Neither Party shall control or direct the day-to-day affairs of the other Party, or their mode or method of performing their respective obligations hereunder. 10.14 Headints. The headings and captions of this Agreement are solely for the convenience of the Parties and shall not be deemed to modify or vary any of the substantive terms thereof. 10.15 Construction. Each of the Parties acknowledge that each Party to this Agreement has been represented by counsel in connection with this Agreement. Legal or equitable principles that might require the construction of this Agreement or any provision hereof against the party drafting this Agreement shall not apply in any construction or interpretation of this Agreement and is expressly waived. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The words "hereof', "herein" and "hereunder" and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections,and clauses are to Articles, Sections and clauses of this Agreement unless otherwise specified. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. Whenever the words Page 25 of 28 RIV#4868-3123-2286 vl "include", "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation", whether or not they are in fact followed by those words or words of like import. "Writing","written"and comparable terms refer to printing,typing and other means of reproducing words(including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. 10.16 Counterparts. This Agreement may be signed in any number of counterparts,each of which will be deemed an original, with the same effect as if the signatures were upon the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission(including PDF) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 10.17 Further Assurances. Each Party agrees that it will execute and deliver such other documents and take such other action as may be reasonably requested by the other Party to effectuate the purposes and intention of this Agreement. 10.18 No Waiver. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective. No failure or delay by a Party in exercising any right,power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. [Signature page follows] Page 26 of 28 RIV#4868-3123-2286 vl IN WITNESS WHEREOF, the Parties have caused this Development Agreement to be executed as of the day and year stated above. CITY OF CATHEDRAL CITY, a CALIFORNIA municipal corporation Dated: , 2022 Mayor AttestO jt (iJ uYVIAli{1& City Clerk Approved as F• • By: City Attorney SIFI NETWORKS CATHEDRAL CITY LLC, a Delaware limited liability company `` Dated; tl- ‘C\ , 2022 By: S Its: CUA-*tOe1ZL_) S1 -t\JA'n SCOT 6 2 st-i, Page 27 of 28 RIV#4868-3123-2286 vl EXHIBIT A SPECIFICATIONS, SHELTERS, CABINETS Page 28 of 28 RIV#4868-3123-2286 vl EX SPECIFICATIONS-SHELTERS-CABINETS FIBER CITY TYPICAL SPECIFICATIONS 4/5/2022 31 till Networks PAG E# 1 Table Of Contents Page Title Page # Cover 1 Index 2 O Roadway with a Curb Return 3 • Roadway W/ Curb & Gutter Variant A 4 ® Roadway W/ Curb & Gutter Variant B 5 0 Roadway W/ Curb & Gutter Variant C 6 ® Roadway Crossing 7 0 Asphalt Road Crossing From Back Of Curb 8 ® Concrete Road Crossing From Back Of Curb 9 0" Micro Trench/Traffic Loop 10 Di 24x36x36 Standard Chamber/Inlet Protection 11 • Typical Aggregation Shelter Plan/Elevation View 12 0 Typical Aggregation Shelter Plan Site Layout 13 ® Typical Aggregation Elevation View 14 O Typical Cabinet Plan/Elevation View 15 0 Typical Cabinet Elevation View 16 Qo 30x48x36 Cabinet & Aggregation Shelter 17 Toby Box placement in softscape 18 with mainline trench in road Toby Box placement in softscape 19 with mainline trench at back of curb ® Toby Box placement in softscape 20 with mainline trench through softscape ® Toby Box placement in softscape with mainline trench 21 in road & greenspace against the property line OToby Box placement in softscape 22 with mainline trench in road FAB (Fiber Access Box) placement in hardscape with 0 mainline trench in road & hardscape/concrete 23 from curb to property line Ov FAB (Fiber Access Box) specification sheet 24 ®w Toby Box specification sheets 25-28 PAG E# 2 ROADWAY WITH A CURB RETURN RNv2' VARIES 11— 2' --- .- RNVs/W Isnnr I EOP EOP 1\7--- FOC FOC i i // \\\ ii \ I ti' � — — r _ \ , I f. \ ` r_ A.C.PAVEMENT , i i v MICROTRENCH PATHWAY(TYP.) CATCH BASIN(STORM DRAIN) PLAN VIEW TREATED AS UTILITY CROSSING SCALE: NTS SEE NOTE BELOW. 1/8"Over Band Seal WITH COLOR MATCHING SAND I o—o--1 FINISH / OADWAY //// CONCRETE CURB&GUTTER i TOTAL _ REINSTATEMENT COVER 8" TRENCH DEPTH , 41\1 12"MAX REINSTATEMENT MATERIAL/FLOWABLE FILL I I�ao 1"2"SAND COVER P. 1.25" • (TYP)-2"(MAX)�-I I-0— NO. REMSIDNS BY DATE „..... nil ROADWAY A J 1 WIIH A CURB STD DWG Networks RETURN URS NOT TO SCALE PAGE# 3 ROADWAY WITH CURB & CUTLER - VARIANT A R/V" — ..J ' —y -- VARIES --I I 2' Riw s/W i 1 1 Iii stw EOP. I I I I I I ' EOP FOC I i I i 1 y--FOC / I I A.C.PAVEMENT 1 AS AIX I MI MICROTRENCH PATHWAY(TYP.) v PLAN VIEW 1/8'Over Band Seal 1/8"Over Band Seal WITH COLOR WITH COLOR Ifs MATCHING SAND MATCHING SAND , FINISH �...1 FINISH �►�}'��I�� /,>1'141*‘,,//ti /,/ //?/., ROADWAY raV I I/� CONCRETE CURB 8 GUTTER TOTAL TO AL REINSTATEMENT REINSTATEMENT COVER 8" TRENCH DEPTH COVER B' 12"MAX REINSTATEMENT MATERIAL/PLOWABLE FILL TRENCH DEPTH 12"MAX REINSTATEMENT MATERIAL/PLOWABLE FILL I i . 1 I•. I�� 1"-2"SAND COVER �� 1"-2"SAND COVER 1.25"(TYP)-2"(MAX)—.l L 1.25"(TYP)-2"(MAX) SECTION VIEW A—A SECTION VIEW B—B NO. n14510115 BY DATE ROADWAY B J r VAI l H A CURB STD DRAWING Networks RE l URN VARIAN'l A NOT TO SCALE PAGE# 4 ROADWAY WITH H CURB AND GUTTER - VARIANT B R/W 2' -- VARIES2' R/W SAN (I ti I SAN EOPliiiiii)I I ( 10011 EOP FOC FOC \ i i /// A.C.PAVEMENT \\\ \• \ — - -_� mar cl 1 12.5 MINIMUM RADIUS --.46, I A. \ I v MICROTRENCH PATHWAY(TYP.) PLAN VIEW -----------'I'---- --,---- RAN--- . RAN \ 2' VARIES 2' S/W '' MICROTRENCH(TYP.) S W EOP� I '+1 I 'I EOP rr 1 FOC I FOC SPANDREL � SPANDREL FLOW LINES(TYP.) --",.........:.. *! 1 r÷ -- . _ _,` AL AM Mk EXISTING COLD JOINT WITH MICROTRENCH(TYP.) v v 344,4'LONG DOWELS(TYP.) DO NOT CUT PLAN VIEW 8'CROSS GUTTER SCALE: NTS 1/8"Over Band Seal 1/8"Over Band Seal WITH COLOR WITH COLOR ,..__..,MATCHING SAND MATCHING SAND FINISH 1-.-"y"{FINISH .4==P.- RV // / ROADWAY ir=1_- CONCRETE CURB 8 GUTTER /• / TOTAL TOTAL REINSTATEMENT REINSTATEMENT COVER 8" COVER 8" TRENCH DEPTH REINSTATEMENT MATERIAL/PLOWABLE FILL TRENCH DEPTH 12'MAX ' 12"MAX REINSTATEMENT MATERIAL/PLOWABLE FILL - I 4 1"-2'SAND COVER �•� 1"-2"SAND COVER 1,25"(T1'P)-2"(MAX)—.--1 `~ 1.25"(TYP)-2"(MAX) SECTION VIEW A-A SECTION VIEW B-B NO. BENSONS BY DATE "1. 1 ill ROADWAY WITH A CURB STD DWG 0 Network(' RETURN VARIAN' ll B NOT TO SCALE PAGE# 5 I',OADWAY WITH CI-JIIt AND GUTTER - VARIANT C Riw 2' J VARIES 2' -RNV 1 SM► II II S/W EOP� EOP ,, ,FOC--), ,,iI I I. FOC N1 A.C.PAVEMENT I _� — — �— / -- - /// o I --..\\_ 1 --...1)'4.....-AI 12.5'MINIMUM RADIUS Mr MICROTRENCH PATHWAY(TYP.) 12.5'MINIMUM RADIUS PLAN VIEW 1/8"Over Band Seal 1/8"Over Band Seal WITH COLOR WITH COLOR Ff�MATCHING SAND MATCHING SAND FINISH .—.4 FINISH ROADWAY ROADWAY / � CONCRETE CURB i UTTER / TO fAL /// • . 'd. REINSTATEMENT REINSTATEMENT COVER 8" cT r TRENCH DEPTH REINSTATEMENT MATERIAL/FLOWABLE FILL TRENCH DEPTH 12"MAX 12"MAX REINSTATEMENT MATERIAL/FLOWABLE FILL I• �• 1'-2'SAND COVER �� II 1"-2"SAND COVER 1,25"(TVP)-2"( MA X) +"{ I� 1.25'(TVP)-2"(MAX) I�— SECTION VIEW A—A SECTION VIEW B—B N0. REVISIONS BY DATE zit 0 fin ROADWAY D ,...."..)i WITH A CU I., II AND STD DWG Network!' GUTTER VARIANT C NOT TO SCALE PAGE# 6 ROADWAY CROSSING 12.5'MINIMUM RADIUS 2 VARIES ~2 12.5'MINIMUM RADIUS RAN a. I1.)).„,..,,.<;_iR/W S/W !I I>7...--S/VVI EOP I) I EOP FOC v �I I , FOC b // M I 111111 ir A.C.PAVEMENT MICROTRENCH PATHWAY(TYP.) I Ark 0 PLAN VIEW 1/8-Over Band Seal 1/8"Over Band Seal WITH COLOR VNTH COLOR ,..._..H MATCHING SAND MATCHING SAND FINISH 1...._y FINISH ' i /ii/// RO WAY ROADWAY CONCRETE CURB 8 GUTTER "�// TOTAL TO AL REINSTATEMENT REINSTATEMENT COVER 8" COVER 8' TRENCH DEPTH REINSTATEMENT MATERIAL/FLOWABLE FILL 12"MAX TRE NH MDEPTH REINSTATEMENT MATERIAL/FLOWABLE FILL ' � : 1,2"SAND COVER : I �� 1"2'SAND COVER 1.25"(TYP)-2"(MAX)-+i 1.25"(TYP)-2"(MAX) SECTION VIEW A-A SECTION VIEW B-B NO. REVISIONS BY DATE '.:..) 4444 Kati ROADWAY CROSSING STD DWG • Networks NOT TO SCALE PAGE# 7 ASPHALT ROAD CROSSING FROM BACK OF CURB RNU ---�-- ° RAN S/W • • f S/W • EOP 1 / EOP i FOC ® FOC . * e .• 12"PIT /d PUSH UNDER CURB °d. \ o 11P2UTT UNDER CURB / •a j •� A.C.PAVEMENT _, . • J e. a C \_A% MICROTRENCH PATHWAY(TYP.) CATCH BASIN(STORM DRAIN) PLAN VIEW TREATED AS UTILITY CROSSING SCALE: NTS SEE NOTE BELOW. 4' 5.5' SIDEWALK TREE BELT CONCRETE W/PAB TOTAL REINSTATEMENT TRENCH DEPTH ROADWAY /' COVER 8" 12"MAX SOFT FILL I I .\I I I ` 1"-2"SAND COVER 1.25"(TYP)-2"(MAX) S -I: CTIO\ VFW C - C NO. REVSIDNS BY DATE ASPHALT ROAD 4. ....Jill CROSSING FROM STD DWG Networks BACK OF CURB NOT TO SCALE PAGE# 8 CONCRETE ROAD CROSSING FROM BACK OF CURB , . R�� C R/W SIWH 1 . • . .. •e. SIW 14, 1 EOP ' EOP a• • FOCFOC 110.. e arI a • • • , a / .' a 1 I '• ,° .• o MICROTRENCH PATHWAY(TYP.) • • • a, , CATCH BASIN°(STORM DRAIN) PLAN VIEW • . TREATED AS UTILITY CROSSING SCALE: NTS . • • • • ..SEE NOTE BELOW. •- ,° - ' . . Over Band Seal WITH COLOR MATCHING SAND FINISH 4 SIDEWALK 1 CONCRETE W/PAB� ^ II. 1/8"Over Band Seal WITH COLOR MATCHING SAND 'FINISH '0':( ' ''e nr(e -le,( TRENCH DEPTH � CONCRETE ///% TOTAL � VARIES DUE TO ,,,,, TRENCH ROADWAY DEPTHDEPTH OF REBAR REINSTATEMENTMP ROADWAY COVII RF' 12"MAX •• REINSTATEMENT MATERIAL/FLOWABLE FILL 2(TYPj•6 max)--I 1'- /��/ r V 1"-7•SAND COVER REBAR 1.25"(TYPI-2"(MAX) VERIFY DEPTH LOCATION VIA GPR SEE DETAIL BELOW. SECTION VIEW D -D SECTION VIEW BB-BB NO. REMSIDNS BY DATE CONCRETE ROAD __ ri • A ilCROSSING FROM STD DWG BACK OF CURB Networks NOT TO SCALE PAG E# 9 Micro Trench/Traffic Loop RMI RNV 2' VARIES 2' SIW 7SNV EOP EOP FOC , 1 FOC ,/ \--MICROTRENCH(TYP.)/ NN, , - - A.C.PAVEMENT 4 4-t___ MICROTRENCH(TYP.) TUNNEL UNDER TRAFFIC LOOP � . v VERIFY DEPTH LOCATION VIA GPR SEE DETAIL BELOW. PLAN VIEW SCALE: NTS TRAFFIC LOOP Over Band Seal VERIFY DEPTH LOCATION VIA GPR WITH COLOR SEE DETAIL BELOW. MATCHING SAND FINISH TRAFFIC LOOP VERIFY DEPTH LOCATION VIA GPR 1" 1 ROADWAY SEE DETAIL BELOW. I MICROTRENCH 4----- FADWAY •�r.r //; CONC7RE'FE CURB 8 GUTTER '4,-.4.: REINSTATEMENT MATERIAL/ TRENCH DEPTH FLOWABLE FILL — 12"MAX O'0': TOTAL !:i; REINSTATEMENT i.i�r COVER'VARIES* 1'-2"SAND COVER �-�-, I I � TREREINSTATEMENT MATERIAL/ ---- NCH DEPTH ' FLOWABLE FILL = =�� 12'MAX �, MICRO DUCTS ••I 1"-2"SAND COVER TUNNEL UNDER ROADWAY 1.25"(TYP)-2"(MAX) WITH HAMMER DRILL.MICRO TRENCH STOPS 1"EACH TUNNEL UNDER ROADWAY WITH HAMMER DRILL SIDE OF SHALLOW UTILITY PROFILE SECTION VIEW A-A NO. REMSIONS BY DAZE if Micro 0 .irm........, IA Trench/Traffic STD DWG Loo Networks p NOT TO SCALE PAGE# 10 STANDARD CHA1 V'TI BER/]{ V LE'I PRO JL IEC I ION Covered Lift Pin 000E006G SHIELD X Cover ED00oo000 ..g.h., 000000E 24" - DDDo D FEATURES: ;-[610] 35 1/2 •24"X 36"X 24"(open floor)(actual dimensions on drawing) ../..<<:-- _ . 1903) Anti-Slip Tread Pattern r •CHAMBER—SHIELD X COVER-Tier 22 Load Rated - (ANSI/SCTE 77:2013) \\ �- .7.0 - •(2)Cover locking Auger bolts,Hex(9/16")or Penta •�• Logo (7/8")head with washer .�• -•(2)Non-Seizing Fastening System,Field Replaceable `"-.. - • •. ' •(4)Embedded Composite Rack Support .• •a i [3] •(2)Lifting slot equipped with stainless steel pin(slot is ] 75 approximately 2 Y"xY") I Q •(2)Winterized Cable Drop slide(1 Y."X 1 Y.") *�- o t- • Embedded Racking (2 each side) •(1)Logo Disk 24" ,� [6 01 ,.�'� " g,/ t� WEIGHT&SHIPPING: •Cover Weight:47 lbs 1�,�,, t ,II r JIB •Box Weight:55 lbs } ,'� •y. ,sIiiii •Assembly Weight:102 lbs ��.�'�` � �� 411 PERFORMANCE TESTING: •ANSI/SCTE 77:2013-TIER 22 Rated (33,750 Ibs) CHAMBER � -40 3/8"1/110111 •AS3996-Class C [1026] 28 3/4" •ESM 1028 8125 ''''''.,,,,,,...,>‹,,...,,,/'- • ''% [731] •ASTM C1028-07&AS-4586(Slip Resistance) \\\ •10,000 Hour Xenon-Arc Exposure(No fiber-bloom) •ASTM D635-06(Flammability) Inside Dimensions Length Width Depth 34%" 22%" 21" [873] [578] [533] EXCESS SOXX MATERIAL TO BE DRAWN IN AND TIED OFF TO 2X2 WOODEN STAKE(TYP.) CURB OPENING MANHOLE OVERFLOW CURB 0 ` AGGREGATE GAP J1 POUCHM ,le 6' IIIIHHI O �� 00-0.7:" //////////� STORM GRATE \0414.11%4 • FILTREXX SOXX 4 iiH111111 CURBSIDE OPTION"A"PLAN CURBSIDE OPTION"B"PLAN 011 / CURB FILTER INLET PROTECTION 0 NNO. REVISIONS BY DAIS iiirillS I ADARD j l CRANI BER/INLE Y STD DWG Networks PROTEC l ION NOT TO SCALE PAG E# 11 1 [YPICAL AGGREGATION SHELLER 26'-5 2" e .... f • — CONCRETE FOUNDATION/SLAB A". ,e • d• n .� . - a. • 0 Q _ •• 13' 9' X23'-74" SHELTER 0 A . > O a d i d. e'a A PLAN VIEW W METAL ROOF EDGE (METAL ROOF EDGE AGGREGATE EXTERIOR PANEL (// `AGGREGATE EXTERIOR PANEL OI 37 It- isor El L� II 111:: 39 III ii. II , ,1 , . , , , . , , i 4. j -r- -r- r I J ¢ I WALL "B" WALL "A" METAL ROOF EDGE METAL ROOF EDGE AGGREGATE EXTERIOR PANEL 3' AGGREGATE EXTERIOR PANEL GENERATOR TANK VENT _ Q 0.0 0 ail o •� pGRRo N,E =® . ® I I PVC (-(--„--- MRA HARU CON1 3R 0g GFOR ROUND kg WIRE ❑ 1111- I I I I I IIIIIIIIIIII[• O WALL "D" WALL "C" NO. RENSIDNS BY DALE .4 iiim TYPICALo J1 I 1 AGGREGATION STD DWG Networks SHELTER NOT TO SCALE PAGE# 12 "1 'YPICAL AGGREGATION SHED'1'ER TYPICAL 12 WIDE ACCESS ROAD (ASREQUIRED BY JURISDICTION) •1.� V • V .•• x • •CONCRETE x PATHWAY V .a v. x •: x 5' x / ' x '.4 i a' 42' L5 • x ♦ 91 X • 23'-� 411 • \FENCEM/ALL CRUSHED ROCK AGGREGATION x SURFACING OR • SHELTER GRASS • CRUSHED ROCK m x SURFACING OR GRASS -J • fn Z O Q . x • i 0Z 7 0 • LL • H i • x W K // U f Z • O) U. 3. HVAC ^. HVAC . * / XFRM x H-FRAME FOR POWER 3-PHASE 400 AMP SUPPLY x x x x x -x 23' SITE LAYOUT NO. REVISIONS BY DATE 44f; , TYPICAL0 AC SHELT R PST STD DWG Networks NOT TO SCALE PAGE# 13 TYPICAL YPI CAL AGGREGA 'ION SHELLER ELEVATION VIEW MICRO TRENCH ENTRY NOTE. • 4"DIAMETER PENETRATION • 9"DOWN FROM TOP OF CHAMBER • 6"IN FROM CORNER OF CHAMBER HFRAME PTS Q 0 • I 3 PHASE 200 AMP SUPPLY _. - o 1 • o (E) GRADE POWER FEED CONDUIT(TYP.) (E) GRADE T T // TO MICRO-TRENCH ( TO MICRO-TRENCH 36"MIN75" :IT36'MIN MICRO-TRENCH ENTRY TYP.) t ITYlP 30"x48"x36" # 1 • MICRO-TRENCH ENTRY CHAMBER II J 1 \ `{1I t 4"CONDUIT SCH.BO HDPE '30"x48"x36" `UNDERGROUND POWER IN 4"CONDUIT SCH.80 HDPE LCHAMBER CONDUIT.TO POINT OF POWER CONDUIT FOR POWER CONNECTION TO BE VERIFIED WITH UTILITY CO. ELEVATION VIEW NO. PENSIONS BY DATE TYPICAL ICAL JiliAGGREGATION0 r SHELTER STD DWG Networks ELEVATION VIEW NOT TO SCALE PAGE# 14 TYPICAL CABINET DE'l'AILS SIDEWALK, I WIDTH VARIES BY LOCATION PRECAST CONCRETE PAD 48"x72" NOKIA ALP-248 ELECTRONICS CABINET I 30"x48"x36" 30"x48"x36" I CHAMBER , CHAMBER N TIMIINEM 1 CM I A 1 1. All I I BOC- I I FOC- I I / I I EOPJ 9'-6" 9,_6,1 I I - MINIMUM - MINIMUM 1 6•.O I-1 Z 50"--.-r-17 1'3'4- MI ELECTRONICS GANNET 48"z3,. \ IlMill t1. Eaiiø t 1101=14 1 ...;"..:P.;.4„, •to PRECAST PS11/ 14 I A . TOP VIEW BASE VIEW 12, I so--1-111 INIIIIIMIll —�I Ill 1. 11. 4 46" F�.aasnlc awos I Ill 1 ORIGINAL SLOPE{=PER FOOT I 0 zi4100 ¢y Y 1.=P i1.1:i:i:iNY::Z.�1 SII y- 6.. II_. ._..-._.._.._._..4.-.-._._.._..-11= :IY•1'I'1'I'1-1'1'01" .11=1=17Y;I�IZI�1�1�1Z1;1�1�IZ.1=�1 1 1+ =11.1y / 11,t1_1_/_1_1:1_1P._1'!; g.,-II IIELEVATION SHOWS AS I.UNIPLE SIDE VIEW PANEL VIEW NO. REASONS BY DALE kl$110ifilk elligi 4111 TYPICAL CABINET0 DETAILS STD DWG Networks NOT TO SCALE PAGE# 15 I r Jl I'I CAL CABINE I DE JI'AILS MICRO TRENCH ENTRY NOTE • 4'DIAMETER PENETRATION • 9'DONM FROM TOP OF CHAMBER • 6'IN FROM CORNER OF CHAMBER NOKIA ALP-248 ELECTRONICS CABINET PTS 30 AMP-220 VOLT SUPPLY r PRECAST CONCRETE PAD 48"x72" 4"CONDUIT SCH.80 HDPE (E) GRADE --= -1) POWER FEED CONDUIT(TYP.) (E) GRADE TO MICRO-TRENCH } I ` TO ENCH E MICRO-TRENCH 36"MIN. :OWE.I.111 36'MIN \` MICRO-TRENCH ENTRY ITrP> I IFMICRO-TRENCH ENTRY i oil .. / '' 1) + 30"x48"x36"J \ I CHAMBER t t I -30"x48"x36" UNDERGROUND POWER IN CHAMBER CONDUIT.TO POINT OF CONDUIT FOR POWER CONNECTION TO BE VERIFIED WITH UTILITY CO. ELEVATION VIEW NO. RENSIONS BY DATE 116. •f in 174 1 TYPICAL CA tINETo 4 DETAILS STD DWG Networks NOT TO SCALE PAGE# 16 CABINET & AGGREGATION SHELTER Covered Lift Pin SHIELD X Split CoverrI00o �OOo0o — 00000000...... 30 (764) . �OOo000oo [122; . 1[10` 00 FEATURES: �� Anti-Slip Tread Pattern •30"X 48"X 36"(open floor)(actual dimensions on drawing) 1• • CHAMBER SHIELD X Split COVER-Tier 22 Load Rated (ANSI/SCTE 77:2013) Logo - •(4)Cover locking Auger bolts,Hex(9/16")or Penta lit, 3' (7/8")head with washer \ [751 •(4)Non-Seizing Fastening System,Field Replaceable *f; '•, •(4)Embedded Composite Rack Support "V% ," •.• II p�..'• , •(1)Lifting slot equipped with stainless steel pin(slot is ► l% .•� % h �) 35 3/4" 1114,,��t% i r Embedded Racking approximately 2 C"x%") � ,► • 4 Winterized Cable Dropslide 1'''A"X 1% 19081 I /'�',/i M 4,‘ (2 each side) •(1)Galvanized Center Beam A C%% ,,►`0% IA► ',/► ,/►�0� •(2)Logo Disk IA',%'%i e2m.� WEIGHT&SHIPPING: \,I00, pol0 A'11%0%i,k-IP_ ioe•Cover Weight:50 lbs(Per Half) AP%%jAs ,,►�... •Box Weight:129 lbs , ► ',%► '� •Assembly Weight:229 lbs .,,%1 /�'Ir_ , ' 51 3/4" iii.�► 'iii PERFORMANCE TESTING: CHAMBER )1314) ,► tiii 34 3/4" •ANSI/SCTE 77:2013-TIER 22 Rated (33,750 lbs) ,AIr 18831 •AS3996—Class C •EN124 Class B125 •ASTM C1028-07& AS-4586(Slip Resistance) •10,000 Hour Xenon-Arc Exposure(No fiber-bloom) •ASTM D635-06(Flammability) Inside Dimensions Length Width Depth 46%" 28%" 32''A" [1180] [730] [832) NO. RENSIDNS BY DAZE ,; CABINET & 0 ,� AGGREGATION STD DWG Networks SHELTER NOT TO SCALE PAGE# 17 PRIVATE PROPERTY DROW .. I ROW . " D ° ° .D V v • v D D D V D b. v ' v D •• p D. ° • ° i6 DD D • • p • ° D v• D • °•L> O • ° ° ° ° •• a o p CONTTT : RETE SEK cC A. Dv v It v p D • D° • •D° od• 0. pTTTTTT 4TTT T T .F M: : : : TT T TT T T 4 4TTTTTT TTT T TT T T T T T T T T T T T T T 4 T T T T T T T T T T T T T 4 4 4 4T T 4 4 4 T 4 4 T 4 T T 4 GREENBELT/ASTRO TURF/SOFTSCAPE 4 4. T 4. 4 4 4 4 4 4 4 4 4 4 4 T 4 T 4 4 4 4 T 4 T T T 4 TB 4 T T T 4 4 T 4. T T 4 T T T 4 4 4. 4 4 4. 4 4 T T 4 ,t L' 4, 4, 4. 4. T T 4. 4 T 4 4 4. 4 T T T 4 4 T 4. 4 T T 4 4 4. 4, 4, T 4. 4. 4 4. 4 4 T 4 T T 4' 4 T 4. T 4. 4. 4 4 4 4 4 T 12., 4 4, 4. T 4. 4 4. 4 4 4 4 4 4 4 4„4, 4 4 4 T 4 4 4 T 4 4. 4 4, 4 4, 4, 4 4. 4 4 4 4 4 4 4 4 --0---- CURB i ' - - - - - - - - - - Z - - - - - - - - - - - - - - - MAINLINE TRENCH --•-- ROADWAY 4' 5.5' SIDEWALK TREE BELT CONCRETE W/PAB CONCRETE CURB -1m-t12"r 1 ,, c,..„,,....................,........„ ,-.' TB ROADWAY '././,/,/ 10" { 1 AC LATERAL MAINLINE TRENCH SECTION VIEW H - H N0. RENSIONS BY DALE TOBY BOX PLACEMENT IN SOFTSCAPE .../ WITH MAINLINE STD DWG Ne TRENCH IN ROAD Networks NOT TO SCALE PAG E# 18 PRIVATE PROPERTY . ROW -. , ROW • D D,. p v v '.p V ' p D D D v DP V v ' D v ,. D D p .p D p D. .p D. . . v v � D D O,' D ° v,p p .. CONCRETE SIDEWALK • pCC •• D• vv v O D • V • D T T T T T T :A: T T T T T T T T T T T ?T T T TTT T TT T T T TT T T T TT TT T T T 4 T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T 4. T T T T T T T 1 T T T T 4. 4. T 4. T T T T T 4. 4. GREENBELT/ASTRO TURF/SOFTSCAPE T T T T T T T 4. T 4 T TB T T T 4 T T T 4 4. T 4 T T T T 4. T 4 T 4 4. 4. 4. T T 4 T 4. 4 T T T T T T T 4 T 4. T T 14 42„ T T T 4 T T T T T T T T T T T 4. T 4. T 4 T 4 4 4 T T T 4 T MAINLINE TRENCH* . T 4 ? 4 ^' El IM - 4_41M1.r' M - ME - N A 4 4 l* Mt MI — ME NM - - �*Mr!Mt MI ---o-- CURB --..- ROADWAY a' 5.5' SIDEWALK TREE BELT CONCRETE W/PAB I 11 .. X11= ..,................... _ a... .-._.•._.•-_-•'._-•-.t-• Ir TB ROADWAY 1 p” 1 1 it CONCRETE CURB ' 1 n LATERAL MAINLINE TRENCH SECTION VIEW F - F Q TOBY BOX PLACEMENT NO. BUSKINS BY DAIS rIN SOFTSCAPE Q WITH MAINLINE STD DWG TRENCH AT BACK OF Networks CURB NOT TO SCALE PAGE# 19 PRIVATE PROPERTY ROW .. , ROW . • v Y D� D D D ..D D D D • V D v D °. DD • D v ° D D .D D V . D.. .p tD D °v • Vt. • D v 0 o • D V V VD ° • CONCRETE SIDEWALK D v . D ° vD °..V.. '° • : D 'G • • V D° D DD V D. D D • V D - D v. DV .-0 V• V y o I R. ?. T T T T T T T T T T T T 7` ' T T T T R ? T R' A T 4 T R 11 4 4 ? T 4 T T T T T 4 T 12 T T ? 4 T 4 T T T ?• T ?- ?• ? 4 4 T T T 4 T T T T T 4 T T T + T T T T T T 4. 4 4. T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T 4, T TB T T T 4. GREENBELT/ASTRO TURF/SOFTSCAPE T T T T T T T T T T T T ? T T �• A 4. T T T T T T T T T T T T T T T T T T T T T T T T T T T 4 4 4 T 4 4 T T T T ? 1211 4. T T MAINLINE TRENCH 4 T * 4 4 * * 4 • - 4 lmem i Nil it= MNlim *mei'' mil mi i d 4 $_4_4 mit mi um T ? 4. 4. 4 •. T R. T 4 R. T 4. 4. 4. ? T T 4 T T T 4. 4, T 4 4 4 4 T 4. 4 4 T ? ?. ?. 4 T 4. ? 4. ./. 4 T 4 T 4 4 ? ?. ?. T 4 4 T - T ?. 4. 4. ? T T R. T 4 4 R. ? ?. 4. 4. T 4 4. T T 4. 4• ?. 4 T ?. 4 -4---- CURB ---*-- ROADWAY 4' 5.5' SIDEWALK TREE BELT CONCRETE W/PAB I 1-12"I.- -"I 12"t'.- Iiiii nk Alm •gin 2%!=!=.1'!=!P.V. TB /ROADWAY 10" 1 CONCRETE CURB ':11.i A0,9. LATERAL MAINLINE TRENCH SHCTION VFW G - G TOBYBOX PLACEMENT ND REVISIONS BY DATE rim IN SOFTSCAPE R yin WITH T MAINLINE STD DWG Networks SOFTSCAPE. NOT TO SCALE PAGE# 20 PRIVATE PROPERTY ROW ROW T T T ? T T T T T 12" T T T T T T T T T 4 T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T 4' T T T ? T T T T T ? T T T 4 T T T 4 4 4 4 4. * T 4. 4 4, T '" '" T GREENBELT/ASTRO TURF/SOFTSCAPE ?> T T T T T T T T 4 T TB T T T T " O 4 4 4 T. 4 4 4 4 4 T T 4 4 4. 4 T 4 4. ? 4. 4 T T T 0 CKW T ? 4 T 4 T T T T T T T ? T T T T T 4 4 T T T T ? T T 4 4 T T T T T 4 T T T T 4 T T T T T T T T T T ? T " T T 4 ? T 4 T 4 T T T T T T T T T T 4. ? T T 4 T T 4 4 T 4 T 4 T T T 4 T 4 4 i 4 4 4 4 4. 4 4 ? T 4 4 4 4. T 4. 4 b ..r . P v D - pp • Dp .. °°• vD p V v r D p A v t .p . '. D .D V p DCONCRETE SIDEWALK D • • p . •p D V D' • V D • p p: p A .D V• D • v. pp p V. D. . 'p .p .p :V p. .A ,p Dp V,p DII, p, Ppp V -..--•- CURB ' • - - - - mu - ma = — — i N — — — — — — — m — — — um m — MAINLINE TRENCH ROADWAY 4' SIDEWALK 5.5' CONCRETE W/PAB TREE BELT 2.. CONCRETE CURB EREN -1= .71.11:f."114-ff..-111I = 1 Z re ROADWAY .// TB 10 O FE LATERAL I a: MAINLINE TRENCH SHCTION VFW H - H NO. RENSIONS BY DATE TOBY BOX PLACEMENT IN '''.114.4 1 j SOFTSCAPE WITH MAINLINE0 filliti IN ROAD TE NCH & GREENSPACE STD DWG Networks AGAINST THE PROPERTY LINE NOT TO SCALE PAG E# 21 PRIVATE PROPERTY ROW ROW T + T T T T ? T 4 T T T T f + T T T * T T T T T T T T ? T T T T T T T T T T T T 4' T 4 T T T T T T T 4 4 T T T T T T 4 T T T T T T T T T T 4 T T T 4 T T T T T T T T T T T ? T 4 4 T T 4 T 4 T T 4 T T T ? T T ? T T T T ? 4. T T T 4.. T T T f T T T T T T T T T T T T T T T T T O ? T T 4 T T T T T + T T T T T T T T T T T T T T T T ? T T T T T T T T T T T T T 4. 4 T T T T T T T T T 4. T T T T T T T T T T T T T T T T T T T ? T T T T T T T T 4 4. T 4. T T T 4. T T T T T 4. 4, T T T GREENBELT/ASTRO TURF/SOFTSCAPE T T T T T T T T T T T T T T T T T T T T T T T T T 4 T T 4 4. T T T T T T T T T T T T T T T T T 4 T T T T 4 T T T T T 4. T T T T T T T T T T T T T T T T T T T 4 4 4 T T T 4 T 4 T T 4 T T T T 4 T T T T T T T T T T T T T T T 4 T T T 4. .T 4 T 4 4. 4. 4 T 4 4 T ? T T T T T 4 4 4. T T T 4 4 4 T 4 T 4 T T T T T 4 4 4 4 T T T T T T T T T T T T T T T T 4 T T T T T T 4 T T T 4 T 4 T T T T T T T 4 T T 4 4 T T T T 4 T TB T T 4 4 T T T T 4 T T T T ? T T T T T T T T T T 4. + 4' T T T T T T T T T T T 4 T T4. T T T T T T 1` T T T T 4. 4 4 T 4 4 T 4 4 4 T T T T T T T ? T T T T T T 1 21 1 T ? T T ? T ? ? ? ? T ? T T T T T T 4 T T 4 T T T T� f 4 4 T T T T T 4 4 T ? T ? CURB NI - - - - - - - - - - 1 - - - - - - MIN MIN - - - MAINLINE TRENCH ROADWAY - TREE BELT CURB TO R.O.W 12"�- CONCRETE CURB IiLIE " i1 11 "/,/ TB ROADWAY 10" LATERAL I I .• I MAINLINE TRENCH SECTION VIL W I - I TOBY BOX PLACEMENT IN No. RnisioNs BY DATE SOFTSCAPE WITH MAINLINE TRENCH IN ROAD & GREENSPACE STD DWG Network!' LINE CURB TO PROPERTY LINE NOT TO SCALE PAGE# 22 PRIVATE PROPERTY . R • v ROW o • p p D' p D ° p p • ... v p D D. p.D °. p p' ; p FAB _ ° D p. , p. D p V v D D O • D p • .y. d p p; D P O 0 vV p p v. ° • p o P • A • • o CONCRETE SIDEWALK . p p P v. p p . • • ° p D I. p • p D .p p • v • D • p v p °O v p p'V D D p ° ° ' v v.D • D p V V .. p p C .. p D ' p p p p C. v ° f CURB i I • — — — — — — — — — - i - - - - m - - - - - - EN - - — MAINLINE TRENCH f— ROADWAY HARDSCAPE/CONCRETE CONCRETE CURB IIIMII II=I II l' ll=11=J�--1L011=11-1I- Z FAB ROADWAY / ,/ a c,o a LATERAL J .. MAINLINE TRENCH SECTION VIEW J - J NO. REN90NS BY DAIS „..... n a 1 FAB (FIBER ACCESS BOX) PLACEMENT IN HARDSCAPE WITH0 MAINLINE TRENCH IN ROAD & 41 1 HARDSCAPE/CONCRETE STD DWG Network( FROM CURB TO PROPERTY LINE NOT TO SCALE PAGE# 23 / 0506 ALUMBOLH ALUMNBOI T'INCH (1141X\\ ETWO J RD LI51I' iR 0/ ) II ED , II ' I till: trl 1 / iIL803 c/ ti 1 r i1 I 1 01 \`05.34 1 1 I mo 1 1 i 91 1 PMBRACKET 1549 BRACKET FOROI WEDGE PMWEDGE549 � 4 01 WEDGE FOR#549 BRACKET - I AND PLAS CNG LID 1 1 NOTES-ALL EDGES HAVE A 1/16 RADIUS 1 TOLERANCE 3.0625 I I PO4TXXX 1 P 4 TOP 4.200X.090 REV. DATE COMMENT 20 1 I G1.0 i/ � BINGHAM i TAYLOR 042481.- Bag CONCEPT_SIFI_L BOX CONCEPT SIF!, T- 1 Butcher LOCKING 10/22/20 NOTES: 5.3 lbs 1 ENTIRE ANNULAR SPACE BETWEEN BOX AND 6'DIAMETER a1s� R ---- CORE HOLE SHALL BE FILLED WITH GROUT. 2. LID IS MADE FROM CAST IRON PER ASTM A-48,CLASS 30. 3 PLASTIC LEGS ARE PUSHED OUTWARD WHEN PENTABOLT IS." r.e TIGHTENED. THIS SECURES THE LID TO THE BOX. -. NO. REVISIONS BY DATE Vial 0 -. FAB (FIBER ACCESS BOX) j iti SPECIFICATION SHEET STD DWG Networks NOT TO SCALE PAGE# 24 HEXATRONIC i Subscriber Underground Access Chamber - 250mm A universal modular chamber for housing subscriber terminations at customer demarcations. Features • 250mm depth Hand Hole • Narrow Footprint-Optimised for Narrow trenching • 250mm Depth with radius optimised for Microduct routing • Cost-Effective • Modular Construction • Simple to Install • High Load Bearing Strength • Up to 2x Microduct Couplers(2 Subscribers) • Capable of housing Optical connectivity demarcations NO. REVISIONS BY DATE TOBY BOX SPECIFICATION SHEETS STD DWG Networks NOT TO SCALE PAG E# 25 HEXATRONIC Design Designed to offer operators a universal modular chamber for housing subscriber terminations at customer demarcations. The Underground Chamber can be used as a connection point for Microduct Links.Minimizing the effort and investment required to convert a network from homes passed to Homes Connected. Product Information • Technical Information Product Color Black PP Gloss Temperature,Operation ICC] -45 to 90 Temperature,Storage[DC] -45 to 90 Temperature,Installation["CI -45 to 90 NO. RENSIONS BY DATE AR TOBY BOX SPECIFICATION SHEETS STD DWG Networks NOT TO SCALE PAGE# 26 HEXATRONIC Conformance Able to withstand loads of up to 5.5kN in accordance with BS 5834-2 testing.Exceeding requirements for a Grade C lid. Marking Custom Logo Marking available on request Technical Details MO?ECTV4E wKl suilma V(RIRAI lx1 MOAK SUY COVEN P.C./014,M Exp' hn1 x1111 • MCCI QUA' / imen4011 OUR MeV 1.5[ NO. BENSONS BY DAIS 40fiki 1 TORY BOX SPECIFICATION SHEETS STD DWG Networks NOT TO SCALE PAGE# 27 HEXATRONIC Articles Amide name �' a Subscriber Underground Access Chamber Black 256W255L r 128Dmm 0.7 NO. REVISIONS BY DATE SBAkeln TORY BOX I SPECIFICATION SHEETS STD DWG Networks NOT TO SCALE PAGE# 28 Page 1 of 2 Ac® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 10/26/2022 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 have ADDITIONAL INSURED provisions or 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 NAME:CT Willis Towers Watson Certificate Center Willis Towers Watson Insurance Services West, Inc. PHONE 1-877-945-7378 FAX 1-888-467-2378 c/o 26 Century Blvd (A/C.No.Ext): (A/C.No): E-MAIL certificates@willis.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURER(S)AFFORDINGCOVERAGE NAIC# INSURER A: Atlantic Specialty Insurance Company _ 27154 INSUREDINSURER B: OBI America Insurance Company 15645 SiFi Networks Cathedral City LLC 103 Foulk Road, Suite 500 INSURER C: Wilmington, DE 19803 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W26460868 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. INADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR X PREMISES(Ea occuence) $ 1,000,000 A _MED EXP(Any one person) $ 15,000 Y 711-01-65-77-0003 02/01/2022 02/01/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY X JET LOC PRODUCTS-COMP/OP AGG _$ 2,000,000 OTHER: AUTOMOBILE LIABILITY (Ea acddeDtSINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y 711-01-65-77-0003 02/01/2022 02/01/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS PROPERTY DAMAGE x HIRED v NON-OWNED (Per accident) $ AUTOS ONLY AUTOS ONLY $ X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE 711-01-65-77-0003 02/01/2022 02/01/2023 AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERS COMPENSATION X ;MUTE ERH- AND EMPLOYERS'LIABILITY Y/N1,000,000 B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A Y 406-04-57-85-0003 02/01/2022 02/01/2023 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Cyber Technology 760-01-05-63-0003 03/01/2022 02/01/2023 See Below I DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD lot Additional Remarks Schedule,may be attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 10/06/2022 WITH ID: W26274733. The Umbrella Liability policy is follow form and in excess of liability coverage. SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cathedral City, CA AUTHORIZED REPRESENTATIVE Its officers, officials, employees, and volunteers qI//� 68700 Avenida Lalo Guerrero //(I�)\/ Cathedral City, CA 92234 �(Vi� ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 23247897 BATCH: 2719978 AGENCY CUSTOMER ID: LOC#: AR ADDITIONAL ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED SiFi Networks Cathedral City LLC Willis Towers Watson Insurance Services West, Inc. 103 Foulk Road, Suite 500 POLICY NUMBER Wilmington, DE 19803 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Errors & Omissions Liability: $5,000,000 each claim of suit limit / $5,000,000 Aggregate limit / $100,000 Retention Network Security / Data Privacy: $5,000,000 each claim of suit limit / $5,000,000 Aggregate limit / $100,000 Retention Media Liability: $5,000,000 each claim of suit limit / $5,000,000 Aggregate limit / $100,000 Retention Certificate Holder is included as an Additional Insured as respects to General Liability and Automobile Liability per written contract or agreement. General Liability policy per written contract or agreement shall be Primary to any other insurance in force for or which may be purchased by Additional Insured. Waiver of Subrogation applies in favor of Additional Insured with respects to Worker's Compensation, as permitted by law. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 23247897 BATCH: 2719978 CERT: W26460868