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HomeMy WebLinkAboutVero Fiber Networks, LLC 2025-09-23 COU No 2526-101 PUBLIC-PRIVATE PARTNERSHIP DESIGN/BUILD, AND FIBER LEASE AGREEMENT BY AND BETWEEN THE CITY OF UKIAH AND VERO FIBER NETWORKS, LLC TABLE OF CONTENTS RECITALS. ....................................................................................................................................1 SECTION1. DEFINITIONS.............................................................................................................2 SECTION 2. DESIGN AND CONSTRUCTION OF CITY NETWORK....................................3 SECTION 3. LEASE OF DARK FIBER........................................................................................3 SECTION 4. LIMITATIONS OF CITY'S OBLIGATIONS..........................................................8 SECTION 5. LESSEE INFRASTRUCTURE................................................................................9 SECTION6. TERM..................................................................................................................9 SECTION7. LEASE FEE........................................................................................................9 SECTION 8. TAXES; THIRD PARTY CHARGES.....................................................................11 SECTION 9. REQUIRED RIGHTS...............................................................................................I I SECTION 10. ACCESS AND USE OF THE CITY NETWORK. ............................................I I SECTION11. MAINTENANCE..................................................................................................133 SECTION12. RELOCATION.......................................................................................................13 SECTION13. WARRANTY. .........................................................................................................14 SECTION 14. INDEMNIFICATION..............................................................................................14 SECTION 15. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES................15 SECTION16. INSURANCE..........................................................................................................15 SECTION 17. RECORDS RETENTION, REPORTING, AND ACCESS; AUDITS; AND REVIEW. . .............................................................................................................15 SECTION 18. BREACH, DEFAULT AND TERMINATION....................................................17 SECTION 19. COVENANTS.........................................................................................................18 SECTION 20. CONFIDENTIALITY..............................................................................................20 SECTION 21. DISPUTE RESOLUTION.....................................................................................21 SECTION 22. GOVERNING LAWS............................................................................................22 SECTION 23. RELATIONSHIP OF THE PARTIES.................................................................22 SECTION 24. NOTICES................................................................................................................22 SECTION25. WAIVER..................................................................................................................23 SECTION26. ASSIGNMENT.......................................................................................................23 SECTION 27. FORCE MAJEURE...............................................................................................23 SECTION 28. MISCELLANEOUS...............................................................................................24 SECTION 29. ENTIRE AGREEMENT........................................................................................24 SECTION 30. RECITALS AND EXHIBITS................................................................................25 i PUBLIC-PRIVATE PARTNERSHIP, DESIGN/BUILD,AND FIBER LEASE AGREEMENT BY AND BETWEEN THE CITY OF UKIAH AND VERO FIBER NETWORK THIS PUBLIC-PRIVATE PARTNERSHIP, DESIGN/BUILD, AND FIBER LEASE AGREEMENT("Agreement")is entered into in Ukiah, California on this 26th of August, 2025 (the "Effective Date"), by and between the City of Ukiah, a California municipal corporation ("City"), and Vero Fiber Networks, LLC, a limited liability company ("Company" or "Lessee"). The City and Company may be referred to herein individually as a "Party"and collectively as the"Parties." RECITALS WHEREAS: A. Pursuant to California Government Code §§ 5956-5956.10, under the terms of this Agreement, the City will procure the design, construction, and for the term of this Agreement, the operation and maintenance, of the City Network, as defined hereinbelow. B. Given Company's experience and expertise in overseeing design and construction of broadband network infrastructure, City is entering this Agreement with Company, pursuant to which Company will undertake the design and construction of the City Network. C. Company will design and construct the Ukiah Gigabit Fiber Project, subject to the terms and conditions of the Design-Build Agreement, including the General Conditions attached thereto as Exhibit I. D. Lessee wishes to access, use, and maintain the Dark Fiber and the City Network, subject to the terms and conditions of the Lease Agreement. E. City will grant Lessee a long-term lease to allow Lessee to access, use, and maintain the Dark Fiber and the City Network and to place Lessee-owned cable within City-owned conduit and on City poles for purposes of offering and providing communications, data transport and internet services to customers within the Market Area, subject to the terms and conditions of this Agreement. F. A portion of the Dark Fiber leased to Lessee shall be allocated for City use for service to City Facilities. G. This Agreement and the obligations of the Parties under this Agreement shall be conditioned upon and subject to receipt of California Public Utilities Commission ("CPUC") Federal Funding Account("FFA") grant funding. H. If additional phases of the City Network beyond the initial scope of the Ukiah Gigabit Fiber Project are constructed and owned by City, the Parties intend that this Agreement will be amended as necessary to accommodate any such additional phases. I. The City Network shall remain an open access system, available to entities interested in using the installed available unassigned Dario Fiber. Lessee shall have the right to 1 sublease available unassigned Dark Fiber at fair and reasonable rates to communications service providers, anchor institutions, or other interested entities J. Lessee shall work with licensed contractors in good standing with the Contractors State License Board for the design and construction of the City Network. NOW THEREFORE, in consideration of the Recitals above and the mutual promises and agreements contained in this Agreement, the Parties agree as follows: SECTION 1. DEFINITIONS In addition to any terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below: "Ancillary Facilities" means all poles, hndholes, manholes, cabinets, hubs and other fiber- related appurtenances, communications equipment, components and equipment ancillary to the City Network, which are necessary to provide service, and which are owned by the City. "Backbone" means the physical location of the Fiber Optic Infrastructure. "Broadband Deployment" means regulations pertaining to the deployment of broadband infrastructure within the City contained in Ukiah City Code Sections 2400-2402.9. "City Facilities" means any physical structures, properties, rights-of-way, or other assets owned, controlled, or managed by the City, including buildings, streets, sidewalks, public spaces, utility infrastructure, and any other real or personal property used in the provision of municipal services. "City Network" means the Fiber Optic Infrastructure and all Ancillary Facilities. The City Network shall be located underground and overhead on utility poles in the general route(s) set forth in the attached Exhibit A (a conceptual map). The City Network, as modified in the future, may extend beyond the City limits. "City Standards" means the City of Ukiah City Council-approved official set of regulations and guidelines governing land use, construction, infrastructure, public services, and other municipal matters to ensure compliance, safety, and consistency within the City's jurisdiction, that are relevant to and applicable to the Ukiah Gigabit Fiber Project. "Customer Drop" means a fiber optic cable that connects from the Backbone to a customer's premises at the Demarcation Point. Such cable provides connectivity from the Backbone to the customer's premises. "Dark Fiber" means unlit optical fibers on the City Network. "Demarcation Point(s)" means the specific point(s) at which the City Network connects to a customer's premises. "Encroachment Permit" means a permit to perform work within the public right of way pursuant to Ukiah City Code Sections 5610-5613 as amended or superseded. "Fiber Optic Infrastructure" means the fiber optic cable, conduit, splices, associated structures, including enclosures and other facilities, designed, owned, constructed and installed by or on behalf of the City. 2 "Lessee Infrastructure" means any conduit, fiber, premises, buildings, enclosures, equipment, or other infrastructure owned by, leased by, or belonging to Lessee. "Market Area" means the area within five hundred (500) feet of the built City Network. "Market Share" means the share of available customers within the Market Area based on the number of electric meters within the Market Area. "Service Agreements" means agreements for lit services between Lessee and its customers. "Strand" means a thin, flexible,transparent fiber made of glass or plastic that is used to transmit information in the form of light pulses. These fibers are designed to carry light signals over long distances with minimal loss of signal strength. "Ukiah Gigabit Fiber Project" or "Project" means the project funded by the California Public Utilities Commission pursuant to the Federal Funding Account grant awarded to the City as defined in the grant award agreement and the plans for the City Network. The grant will fund the Dark Fiber Backbone (as initially reflected in the conceptual plan as shown in Exhibit A and the Lessee proposal attached as Exhibit J, respectively, to be designed and constructed by Lessee in compliance with the Design/Build Agreement attached hereto as Exhibit I, and construction standards, attached hereto as Exhibit B. SECTION 2. DESIGN AND CONSTRUCTION OF UKIAH GIGABIT FIBER PROJECT 2.1 Company will design the Project and will contract with licensed contractors to construct the Project. Lessor will fund the construction contract amount up to a total of Three Million Two Hundred seventy-seven thousand six hundred and fifty-four dollars ($3,277,654.00), i.e., the amount of the Federal Funding Account grant awarded to the City by the California Public Utilities Commission. 2.2 The CPUC Federal Funding Account grant application, award notice, requirements, and all other grant documents will be incorporated into the construction contract documents between Company and its contractors to allow Lessor to administer the grant and comply with all grant requirements. 2.3 Lessee will comply with the applicable provisions of Lessor's Design/Build Agreement and General Conditions(attached to this Agreement as Exhibit 1)in performing the work to design and construct the Project. In addition, Lessee will name the City as a third-party beneficiary in its construction contracts. SECTION 3. LEASE OF DARK FIBER 3.1 On the date the City Council approves the Notice of Completion as specified in Exhibit I, Section 9-03 of the General Conditions, and subject to the provisions of this Agreement, City grants to Lessee, and Lessee accepts from City, a lease to operate, maintain, and use two hundred and eighty-eight(288)strands of Dark Fiber(the"Leased Dark Fiber")with two hundred and forty (240) strands designated for Lessee's use and forty-eight (48) strands designated for City use ("City Fiber"), on an "as is where is" basis and without any warranty, along any routes within the City Network as set forth in the preliminary City Network Map,attached hereto as Exhibit A. Upon completion of the Ukiah Gigabit Fiber Project, the City Network Map in Exhibit A will be replaced with the as-built map of the City Network, pursuant to written agreement of the Parties. 3 From time to time, the Parties may agree in writing to extend and expand the City Network, and the City Network Map shall be updated to reflect such extension or expansion. The then-current City Network Map in Exhibit A shall be replaced or updated with an addendum reflecting the updated City Network Map. 3.2 The City further grants to Lessee a non-exclusive license to access and use the Ancillary Facilities in connection with Lessee's performance of the terms of this Agreement. 3.3 Access to sensitive areas, such as City server rooms, shall be provided by the City upon twenty-four (24) hours' prior written notice for routine repairs, maintenance or service tune-ups, or four(4) hours' prior notice for emergency repairs or maintenance due to service outages. 3.4 Permitted Lease Activities. In consideration of the payments made by Lessee pursuant to Section 7 of this Agreement, and in accordance with the Lease, Lessee is authorized as follows: A. To use the Leased Dark Fiber for its own business use and in providing dark and lit fiber optic services to its customers; B. To use the Leased Dark Fiber for other activities as set forth in this Agreement, provided that at all times Lessee may not swap, assign, license, sublicense, sell or share the Leased Dark Fiber, or any portion thereof. Except as specifically authorized in this Section 3.4, Lessee shall not use the Leased Dark Fiber for any other activity or use. Lessee warrants that its use of the Leased Dark Fiber or any of its activities for the activation or use or removal thereof shall not impact the ability of the City(or any of the third parties authorized by the City)to use the other portions of the City Network; C. To sublease strands of Leased Dark Fiber to third party communications service providers, affiliates,subsidiaries,anchor institutions, and other entities interested in accessing the open access network, subject to the provisions of Section 26; and D. To market to and enter into service agreements with business and residential customers to be provided lit services delivered by means of the Leased Dark Fiber. 3.5 Restrictions on Use of Dark Fiber. Lessee shall not engage in any of the following activities during the term of this Agreement: A. Any activity that encroaches upon or interferes with the use of City rights-of-way, public utility easements, or public service easements that are used in connection with the City Network, without prior authorization provided in an encroachment permit; B. Any activity that interferes with or adversely affects the use of the fibers or cable of any other person or entity using the City Network; or C. Any activity that interferes with the use, by the City or others, of City Facilities. 3.6 Lessee Customer Pricing. Lessee agrees to sell services to customers within the Market Area at uniform, just, and reasonable rates,terms and conditions, and in accordance with any grant funding agreements for the construction of any phases of the City Network. 4 3.7 Grant of License to City. Subject to the provisions of this Agreement, during the term of this Agreement, Lessee hereby (a) grants to City an exclusive license to use the City Fiber, and (2) agrees to provide service to City at no cost to City, as detailed elsewhere in this Agreement.At all times during the term, Lessee shall us commercially reasonable efforts in keeping with normal industry standards to ensure that the City Fiber is available to the City twenty-four(24) hours per day, seven(7)days per week, three hundred and sixty-five (365) days a year. It is possible, however, that there will be interruptions in the availability of the City Fiber.The City understands and agrees that some or all of the City Fiber may be unavailable from time to time either for scheduled or unscheduled maintenance,due to fiber cuts or other reasons beyond Lessee's control.Temporary interruptions in the availability of the City Fiber for such reasons, as well as interruptions or outages caused by the City,or by Force Majeure Events,will not constitute failure by Lessee to perform its obligations under this Agreement. 3.8 Operation and Maintenance of City Network. A. Lessee shall be solely responsible for all costs, coordination, communications, and performance of work associated with routine and emergency operation, maintenance, repair, and splicing of the City Network. B. All work conducted by Lessee on the City Network involving splicing or any actions that could affect the integrity of the Dark Fiber("Lessee Work") must be tested after the Lessee Work is complete. Testing shall be performed by Lessee at Lessee's sole cost and expense to verify that the Dark Fiber remains installed and operational in accordance with the specifications listed in the Fiber Splicing and Testing Standards, Specifications and Procedures attached hereto as Exhibit C (the "Specifications") following completion of Lessee Work ("Lessee Testing"). Lessee shall provide City prior notice of the date and time of Lessee Testing and City shall have the right to have representatives present to observe the Lessee Testing.At its sole discretion, City may elect to have a third party perform additional testing,. As soon as reasonably practicable following Lessee Testing, Lessee shall notify City that the Dark Fiber remains installed and is performing in all respects in accordance with the Specifications following the Lessee Work and shall deliver the Lessee Testing results("Lessee Testing Results") to City. C. Company shall obtain encroachment permits for work done within the public right of way. Public access to businesses and residences shall be maintained at all times. Notification of work covered under the current edition of the California Manual on Uniform Traffic Control Devices adopted by the California Department of Transportation ("MUTCD")will be provided to the Director of Public Works, his or her designee or successor, at least 48 hours in advance of such work.All Notifications shall be in writing and specify a plan for traffic control. Notification for emergency work shall be provided immediately after the need for the work is identified. If performance of work is unsatisfactory over the course of the previous year, modifications to any annual encroachment permit conditions may occur.All traffic control shall be done in compliance with the MUTCD, and traffic control shall be planned, coordinated, and implemented with persons that are knowledgeable and certified in traffic control standards. Any flaggers need to be certified to perform flagging duties. Lessee shall be responsible, at its sole cost and expense, for encroachment permits for work performed within the public right of way in connection with this Agreement. Pursuant to Ukiah City Code Section 2401.1.A, the Parties agree that the terms of 5 this Agreement shall prevail over any permitting requirement or other provisions in the Broadband Deployment provisions of that Code. D. City may elect to hire a third party, to inspect and/or test any work done by Lessee on a routine or non-routine basis as a measure of oversight. E. Lessee shall perform all construction, installation, maintenance and repair work under this Agreement in a safe manner consistent with generally accepted standards in the communications industry, and in accordance with all State and local codes and requirements,and the Construction Standards attached hereto as Exhibit B. F. Lessee shall be responsible for locating and marking the underground Fiber Optic Infrastructure in response to Underground Service Alert requests. If a problem, damages or harm arises from Lessee's failure to respond to Underground Service Alert requests in a timely manner, or if Lessee fails to mark the Fiber Optic Infrastructure correctly, Lessee shall be solely responsible for any and all damages directly or indirectly related to such failure and for all fines and costs to repair damage. G. All work must be done in clean, workmanlike manner. No debris or unfinished work shall remain after maintenance and construction activities are complete. If work spans over multiple days, the work site shall be barricaded and secured if the site presents a safety hazard. Any demolition work shall be restored per the City Construction Standards. 3.9 Design, Construction, and Acceptance of Future Extensions of the City Network. A. After the completion of the Project, Lessee will cooperate with planning and design for future extensions of the City Network to ensure that future extensions are suitable for Lessee's use; provided, however, that City shall make final determinations regarding the design of future extensions of the City Network in its sole discretion. B. After the completion of the Project, and at City's request, Lessee shall construct a Customer Drop to City facilities located within five hundred (500) feet of the Backbone. Lessee will charge the City only for Lessee's actual cost of labor and materials for such construction, exclusive of overhead, profit or other associated or indirect costs or charges. 3.10 Requirement of Lessee to Obtain Governmental Authority. Lessee, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the term of this Agreement, the permits and approvals of any governmental entity or other authority necessary to access, use, operate and maintain the City Network and for any work conducted by Lessee on the City Network or performed pursuant to this Agreement. 3.11 Deliverables. The term "Deliverables" shall mean and refer to the documentation required to be provided by Lessee semiannually, on or before March 1 and September 1 each year following the completion of the Project, regarding the as-built Dark Fiber, and consisting of the following: A. GIS and, if available, Autocad map detailing the City Network, including all extensions or attachments to the City Network. Such map shall be updated with any modifications 6 to the system and resubmitted semiannually on or before March 1 and September 1 each year, as required by Section 17.1 of this Agreement. B. Dark Fiber assignments, and rack, panel and port numbers at City's Demarcation Points, provided, however, that where the City Demarcation Point is a City-owned patch panel, updates shall be provided within thirty(30) days of any repairs or modifications to any component of the City Network. Information will be conveyed through a mutually agreeable fiber management system. C. Photographs of splice enclosures before and after any splice work or reconfiguration of connections within the splice enclosure. D. Reports of any changes to the system on the City Network or any other City-owned infrastructure. E. Testing results after any new splices occur involving the City Network, as provided in Section 3.8.B. F. Location of infrastructure. Lessee shall maintain up-to-date records of all equipment, ancillary facilities, Customer Drops, conduits, cabinets, Fiber Optic Infrastructure, as well as any other components necessary to the City Network's function. Lessee shall provide the City with updated geolocation mapping and data (GIS or other mutually acceptable format) on periodic intervals spanning no longer than every six(6) months as required by Section 17.1 Maps shall depict street names, parcels, and public right of way. G. Underground conduit installed by Lessee shall be placed with location wire, and geospatial data shall be collected and maintained on a GIS database. Lessee shall maintain the Deliverables as Confidential Information not to be shared with any person or entity other than the City. 3.12 Ownership. A. As between the Parties, the Ukiah Gigabit Fiber Project and any extensions of or attachments to the City Network and all other pre-existing and future equipment interconnected to the City Network,except Customer Drops and Lessee financed extensions and Infrastructure and property, shall be and will remain the sole and exclusive property of City, and nothing contained herein shall be interpreted to give or convey to Lessee any property right, title, or interest in such Ukiah Gigabit Fiber Project, City Network or Ancillary Facilities. City must approve any proposed installation of City Network components outside a City easement or City-owned real property. In the event Lessee installs, at Lessee's expense, a new fiber optic cable within City-owned conduit, the fiber optic cable,equipment and any and all attachments will be owned by Lessee,except any portions of the City Network Backbone constructed by Lessee for the Ukiah Gigabit Fiber Project that exceed the CPUC FFA grant funding or any repairs of existing City owned Fiber Optic Infrastructure, The City Network Backbone constructed during the Ukiah Gigabit Fiber Project shall be owned solely by the City. Any Lessee Infrastructure that is constructed at Lessee's expense shall be documented, and such documentation shall be transmitted to the City in writing within 72 hours of installation.The City shall be provided advance notification of such construction and be provided the opportunity to observe/inspect such construction. Documentation shall include photographs clearly showing the location of the Lessee Infrastructure, including the 7 beginning and ending locations, major component locations, and type of materials used. Additional documentation shall include a summary of such construction, and mapping of all major components, location, and dimensions. If repair or replacement of a damaged section of the Fiber Optic Infrastructure is repaired or replaced by Lessee as a part of Lessee's maintenance of the City Network, it shall remain the property of the City. B. Ownership/Limitations: This Agreement is a lease only for the use of Dark Fiber along any routes within the City Network and additional Dark Fiber ("Additional Dark Fiber") that may be installed by the City from time to time, subject to the terms and conditions herein. The City is not transferring or granting to Lessee any other interest or estate in the Dark Fiber, the Additional Dark Fiber, the City Network, conduit or any other property interest, including any fee or other leasehold interest, easement, or any franchise rights.ThisAgreement is not a contract for electric service.This is not a franchise agreement for providing cable services. C. Right of First Refusal; Termination i. Right of First Refusal. If City shall desire to sell the City Network, City shall first provide notice of such intended sale to Lessee. Provided that Lessee is not in breach or default of any of the material terms of this Agreement, Lessee shall have a right of first refusal to purchase the City Network. Upon receipt of such notice, Lessee shall have sixty (60) days in which to provide notice to City indicating Lessee's intent in negotiating with City to purchase the City Network, which notice shall include Lessee's proposed purchase price for the City Network. If Lessee provides such notice to City, then the Parties shall undertake negotiations for a period of sixty (60) days from the date of Lessee's notice to determine if they are able to reach mutual agreement on the terms and conditions of a sale of the City Network pursuant to a separate written agreement. If Lessee does not provide timely notice to City, or if the Parties are unable to agree upon the terms and conditions of any such sale within the 60-day negotiation period specified above, then City shall be free to negotiate for the sale of the City Network to any third party thereafter. ii. Termination. In the event this Agreement is terminated for any reason, the City shall retain ownership of the City Network. If mutually agreeable to the Parties, Lessee may purchase the City Network from the City at fair market value through a negotiated sale pursuant to a written agreement between the Parties. If Lessee elects not to purchase the City Network upon termination of this Agreement for any reason, City shall have the option, in its sole discretion, to purchase the Customer Drops from Lessee at fair market value pursuant to a written agreement between the Parties. SECTION 4. LIMITATIONS OF CITY'S OBLIGATIONS 4.1 The City Network shall be licensed only as Dark Fiber. Lessee acknowledges and agrees that the City shall not be required to supply or deliver any optronics, transceivers, electronics, . optical or electrical equipment, patch or drop cables, or other facilities, including without limitation, any equipment to light the Dark Fiber, generators, batteries, air conditioners, fire protection, or monitoring and testing equipment, all of which are the sole responsibility of Lessee. The City shall have no obligation to activate or light the Dark Fiber or any portion thereof, or to install or construct 8 or maintain any fiber optic equipment or other facilities, except as otherwise specifically provided in this Agreement. 4.2. The City shall not be party to any agreements between Lessee and its customers. The City shall have no role in the provision of services to Lessee's customers and no liability of any kind to Lessee's customers. Lessee's customers shall not be deemed third-party beneficiaries of this Agreement, and Lessee's customers must obtain all permits, licenses, franchises, or other authorizations required by applicable laws and codes for any operations conducted in the City, regardless of any provision of this Agreement or any rights granted to Lessee hereunder. Lessee shall indemnify and defend the City from any claim by Lessee's customers based on any act or omission by Lessee or its officers/employees. DBE acknowledges and agrees that absent avoidable delay there is sufficient time to complete the Work by October 23, 2026. SECTION 5. LESSEE INFRASTRUCTURE Lessee shall be responsible, at its sole cost and expense, for ordering, supplying, constructing, installing, maintaining, repairing, replacing and removing any and all Lessee Infrastructure and other equipment.Additionally, Lessee shall be responsible, at its sole cost and expense, for obtaining any easements, licenses or consents that may be required for the installation and maintenance of Lessee's equipment, including encroachment permits pursuant to Section 3.8.C. SECTION 6. TERM A. Term. Subject to subsection B,pursuant to Government Code Section 5956.6,the term of this Lease is 35 years from Final Completion. Upon expiration of the term, Lessee may continue to use the City Network upon payment of such fees as the City charges other such providers. B. Option to terminate. Upon completion of 60%design under Ex, 1,Agreement for Design Build Services, and preparation of an engineer's estimate of(1) the cost to complete construction of the Project and (2) the estimated time to complete construction both parties shall have the option to terminate the agreements with no further obligations to each other. To be effective, written notice of termination shall be given to the other party within 30 days of the City's receipt of the engineer's estimates required by Subsections B(1) and (2). SECTION 7. LEASE FEE 7.1 Lease Fee. Lessee shall pay to City the following as the Lease fee ("Lease Fee"): 1. An annual Lease Fee based on the number of Lessee's subscribers in the previous year calculated on December 31 st of each year. The calculation will be based on: 2. Upon subscription of 800 business and residential subscribers, Lessee shall pay an annual Lease Fee of$12,000. 3. For each additional 100 subscribers (in tiers of 100), the annual Lease Fee shall increase by$1,500. 9 4. Lessee shall provide City on a semiannual basis a report of the total number of Subscribers per month, along with current customer rates. 5. Lessee shall pay the annual Lease Fee on or before March 1$', based on the total number of subscribers. The fee shall be received by the City no later than April 1. If the fee is not received by April 1, the balance of unpaid fees shall be subject to 3% per month interest charge on unpaid balance until paid in full. 6. When residential customer rates increase, the annual Lease Fee amounts will increase in proportion to the rate increase (e.g., if the monthly rate is increased from $49.99 to $54.99, the base and tier fees will increase by 10%). 7.2 Rates and Form of Payments. The Lease Fee shall be paid annually, as described in Section 7.1, without setoff or deduction, by check or money order payable to City, and shall be mailed or delivered to the following address: CITY OF UKIAH 300 SEMINARY AVENUE UKIAH, CA 95482 Attn:Accounts Receivable The Parties may agree in writing to change the method of payment, including electronic funds transfer. 7.3 Audit Lessee shall provide accounting records relating to Lessee's provision of service in the Market Area for City to audit, and shall comply with all semiannual financial reporting and audit requirements set forth in Section 17 of this Agreement. 7.4 Payment Disputes. If Lessee disputes any invoice provided by City, Lessee will (a) pay all charges not disputed, and (b) notify City of the dispute in writing, providing the invoice number and an explanation of the issue in dispute. Payment will not prejudice Lessee's right to dispute charges, so long as they are disputed in the manner specified in this Section. The Parties will cooperate in good faith to resolve any such disputes within a sixty(60)day period after the dispute is submitted to City. If the dispute is not resolved during this period, then either Party may seek dispute resolution in accordance with Section 21. If both Parties agree that a disputed amount is a legitimate charge, Lessee will pay such amount within ten (10) calendar days of such determination. 7.5 Services to City Lessee shall: A. Provide broadband intereet service at the highest available speed tier offered by Lessee for the duration of the contract. If Lessee increases its available speed tiers during the contract term the Cit 's service shall be upgraded accordingly to the new highest tier at no additional cost. a minimum ef 29 Gigabits peF seGond ("Gbps") symmetReal upload and dewRlead speeds f9F 10 Service shall be provided at the Ukiah Civic Center at 300 Seminary Avenue in Ukiah, at no e to-city: Service to this City location shall be provided to City by Lessee according to Lessee's standard Service Level Agreement("SLA")for businesses, attached hereto as Exhibit F. B. Operate and maintain dark fiber to thirteen City facilities identified by City in Exhibit G, City of Ukiah Priority Facilities. C. Irrevocably License 48 strands of fiber on the City Network to City for use at City's sole discretion. SECTION 8. TAXES; THIRD PARTY CHARGES 8.1 Definition of Taxes. The term "Taxes" as used in this Section 8 includes any and all taxes, fees, surcharges and other related charges that may be imposed or levied on Lessee by any federal, state or local government arising from the ownership or use of the City Network. Such fees or taxes include, but are not limited to possessory interest tax, business or occupation tax, excise, lifeline assistance, low income, occupational, privilege, California Public Utilities Commission, sales, telecommunications relay service, telephone assistance, universal service funding, use, utility user, value-added, 911, or other similar fees or taxes. 8.2 Obligation to Pay Taxes. Lessee shall be obligated to pay all Taxes when due that are associated with its provision of services and/or its use of the City Network or which could result in tax liens or other encumbrances on the City Network and shall be liable for any interest or penalties arising from its failure to do so. Lessee shall have the right entirely at its expense to contest any such Taxes in compliance with the rules governing any such contest. City shall cooperate with any such contest by Lessee, provided Lessee pays any expenses incurred by City in providing such cooperation. 8.3 Agreement to Cooperate. Lessee and City agree to make commercially reasonable efforts to cooperate with each other and coordinate their mutual efforts concerning audits,or other such inquiries,filings, reports, etc., as may relate solely to the provision, sale or use of services, activities or transactions arising from or under this Agreement, which may be required or initiated from or by Lessee, City or any duly authorized governmental authority relating to Taxes. SECTION 9. REQUIRED RIGHTS Entirely at its expense, Lessee shall secure the rights necessary for the installation and maintenance of the City Network, including, but not limited to, the right to install City Network facilities on power poles owned by City alone or jointly with other utilities, including AT&T and Comcast ("Required Rights"). During the term of this Lease, City shall not impose any initial or ongoing fees for Lessee's attachment of Fiber Optic Infrastructure or Lessee Infrastructure on power poles owned by City alone or jointly with other utilities, or Lessee's use of City-owned underground conduit. Lessee shall maintain the Required Rights and will, at its cost, exercise any renewal right thereunder, and will use its best efforts to acquire extensions, additions or replacements as are necessary to cause the Required Rights to continue through the term of this Lease. 11 SECTION 10. ACCESS AND USE OF THE CITY NETWORK 10.1 Compliance with Applicable Law. Lessee warrants that its use of the City Network shall comply with all applicable governmental codes, ordinances, laws, rules, regulations, and restrictions. 10.2 No Interference. City acknowledges that Lessee has the exclusive right to use the two hundred and forty (240) strands of Leased Dark Fiber during the term of this Agreement. City shall not use the City Network in a way that materially interferes with or adversely affects the use of the City Network by Lessee. Likewise, Lessee shall not use the City Network in a way that interferes with or adversely affects the use of the City Network by City. In the event of interference caused by Lessee's Leased Dark Fiber or Lessee Infrastructure or other equipment, City will provide notice to Lessee, and Lessee shall take immediate steps to remediate the interference. If Lessee is unsuccessful in doing so, City may take reasonable steps to remediate the interference to the extent necessary. If Lessee is experiencing interference, Lessee will notify City through a request for Non-Routine Maintenance, and City will take reasonable steps to remediate the interference. The Parties will promptly cooperate to reestablish normal operation as soon as possible. 10.3 Cooperation. The Parties agree to cooperate with each other in complying with any requirements of any governmental or regulatory agency or authority applicable to the City Network. The Parties agree to execute such further instruments as may be necessary or appropriate to carry out the intent of this Agreement. The Parties further agree to cooperate on any grant activities during the initial three years of this Agreement related to securing future funding to construct additional phases of the Ukiah Gigabit Fiber Project. The Parties shall cooperate in joint marketing efforts to the extent that this does not conflict with either Party's interests or those of other network service providers who otherwise may lease capacity from City; provided, however, City shall not be obligated to incur any direct or indirect cost or expense for any work, activities, or marketing undertaken pursuant to this Section 10.3.A Party shall not use the other Party's name or logo or imply the other Party's endorsement of services in any marketing effort without first obtaining the other Party's written consent, which consent may be withheld in each Parry's sole discretion. 10.4 No Liens. Lessee shall not cause or permit any part of the City Network to become subject to any mechanics' liens, or other liens for labor, services, supplies, equipment or material incurred by it, or the acts or omissions of Lessee, its employees, contractors, subcontractors or agents, and, if such lien is filed, Lessee will, at all times, promptly and fully pay and discharge such lien and wholly protect, defend and hold harmless City from all costs to remove such lien including, but not limited to, reasonable attorneys'fees through appeal. 10.5 Network Equipment. 1 City is not responsible for providing or operating any network equipment needed to transmit information across the City Network except as specifically provided for herein. This Agreement shall not in any way convey to City title to or any interest in the equipment of Lessee utilized in connection with its enjoyment of the Lease. 10.6 Damages. If Lessee or any of its contractors or consultants damages the City Network or any other property (pavement, flatwork, City utility infrastructure, etc.) owned by City, Lessee shall either repair or restore the City Network or other damaged property, or reimburse City for all reasonable and documented costs of repairing the City Network or other damaged property. Lessee shall maintain insurance, in compliance with Section 16. SECTION 11. MAINTENANCE 11.1 Operation and Maintenance. Lessee shall maintain and operate the City Network during the term of the Agreement. Lessee shall maintain the structural aspects of the City Network in good operating condition such that they at all times conform to the Specifications, utilizing sound engineering practices in accordance with the Maintenance and Operations Specifications and Procedures attached hereto as Exhibit D. and incorporated herein by reference. Lessee shall take the utmost care with the City Network. The attached Exhibits B and D standards shall be followed for any maintenance or repair work on the City Network. City may contract with a third party at City's expense to provide inspection and/or testing services to ensure that work being done by Lessee is in compliance with the specifications attached as Exhibit B. 11.2 Delegation of Maintenance Services. City may elect to subcontract for testing, maintenance, repair, restoration, relocation, inspection, or other operational and technical services for the maintenance of the City Network if Lessee is in breach of or default under this Agreement. 11.3 Notification of Problems. Lessee shall promptly notify City in writing of any matters pertaining to any damage or impending damage to or loss of the use of the Leased Dark Fiber or the City Network that are known to it and that could reasonably be expected to adversely affect the City Network. City shall promptly notify Lessee of any matters pertaining to any damage or impending damage to or loss of the Leased Dark Fiber or the City Network that are known to it and that could reasonably be expected to adversely affect the City Network or Lessee's use thereof. SECTION 12. RELOCATION 12.1 Relocation of Leased Dark Fiber. If relocation of Leased Dark Fiber is required by a governmental agency or is determined by City to be necessary based on reasonable governmental needs of City, City shall have the right to relocate the Leased Dark Fiber within the City Network upon one hundred twenty (120) 13 days prior written notice of any relocation. Lessee shall cooperate in good faith with City to facilitate such relocation and Lessee shall be responsible for relocation consisting of the direct costs for the reestablishment of connections in a quantity and quality materially equivalent to those connections obtained by Lessee before the relocation and installation in a manner equivalent to the initial placement. City agrees to provide advance notice of any such relocations in excess of 120 days whenever possible. City agrees to use commercially reasonable efforts, in cooperation with Lessee, to minimize and avoid: (i) any interruption to Lessee's enjoyment of the Lease, (ii) any material impact on the redundancy of the network, or (iii) any material impact on Lessee's ability to carry traffic on the City Network with the equipment Lessee was using prior to the relocation. If a fiber relocation would materially impact route redundancy City and Lessee shall cooperate to find a reasonable solution to retain redundancy. 12.2 Payment for Relocation Made at Lessee's Request. If City relocates Dark Fiber, Leased Dark Fiber or any part of the City Network at the request of Lessee, Lessee shall pay for the reasonable and documented costs of City in connection with such relocation. If relocation of any part of the Dark Fiber, Leased Dark Fiber or City Network becomes necessary due to the establishment of an underground district or due to pavement preservation efforts, or any other circumstances necessitating a relocation of a portion of the Dark Fiber, Leased Dark Fiber, or City Network, Lessee shall reimburse City for associated construction costs. SECTION 13. WARRANTY 13.1 Installation Standards. The City Network shall be designed, engineered, installed and constructed in accordance with all applicable building, construction and safety codes for such construction and installation, as well as any and all other applicable governmental laws, codes, ordinances, statutes and regulations. 13.2 Maintenance Standards. Lessee shall maintain the City Network in good operating condition for normal use in accordance with the Specifications attached hereto as Exhibits B, C and D. SECTION 14. INDEMNIFICATION To the fullest extent permitted by law, Lessee shall defend, indemnify and hold harmless City and its officials, officers, directors, employees, subcontractors, consultants, and agents, and the successors and assigns of any of them (collectively referred to as "Indemnitees") from and against any and all claims, demands, liability, suits, causes of actions, loss, damages, costs and expenses of every kind and character, including, but not limited to, personal injury or property damage, directly arising out of Lessee's use of the City Network, Leased Dark Fiber,City Facilities or any other City property. The duty of Lessee to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the Civil Code. The only exception to these provisions is that Lessee's obligations under this section will not apply to the extent that claims, demands, liability, suits, causes of action, loss, damages, costs or expenses directly arise from Indemnitees' active negligence, willful misconduct, or criminal acts. This indemnity shall survive termination of the Agreement. 14 Any person,firm or corporation that Lessee authorizes to work on City's property, including contractors and subcontractors, shall be deemed to be an agent of Lessee for purposes of this indemnification provision, shall be subject to all the applicable terms herein, and shall be within the scope of Lessee's Indemnity obligation described herein. SECTION 15. LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES 15.1 Limitation of Liability. Except as provided for in this Agreement, neither Party shall be liable to the other for any consequential, indirect, liquidated, or special damages or lost revenue or lost profits arising out of the performance or non-performance of any provision of this Agreement, whether arising in contract, tort (including negligence) or otherwise, even if such Party has been informed of the probability of such damages. 15.2 Disclaimer of Internet Performance. City does not and cannot control the flow of data to and from Lessee via the Internet. Such flow depends in large part on the performance of intemet services provided or controlled by third parties. At times, actions or inactions of third parties can impair and disrupt Lessee's use of the City Network. City will use commercially reasonable efforts to remedy and avoid such events but cannot guarantee that such events will not occur.Accordingly, City disclaims any and all liability resulting from or relating such events. City shall not be held liable for performance of the internet provided by Lessee to Lessee's customers. 15.3 Disclaimer of Warranties. Except for any covenants, representations or warranties expressly set forth in this Agreement, neither Party makes any warranties, express or implied, with respect to the description, quality, merchantability completeness, fitness for a particular purpose or use of any of the services or the poles, conduit or related facilities provided pursuant to this Agreement, and all such warranties are expressly disclaimed. SECTION 16. INSURANCE During the design and construction of the Project, Lessee shall maintain insurance in compliance with the requirements set forth in the Agreement for Design/Build Services and General Conditions, attached hereto as Exhibit I.As of the date the Dark Fiber Lease takes effect as provided for in Section 3.1 of this Agreement, and throughout the remaining term of this Agreement, Lessee shall maintain insurance in compliance with the terms set forth in the Insurance Requirements attached hereto as Exhibit E and shall provide evidence of such coverage to City upon written request. SECTION 17. RECORDS RETENTION, REPORTING,AND ACCESS;AUDITS;AND REVIEW 17.1 Semiannual Reporting Requirements. At the time that the annual Lease Fee is due and six months after that due date, Lessee shall submit to City statements or reports on customer count; work completed under the Agreement; gross revenue earned within the Market Area; and Deliverables, including the GIS and, if available, Autocad map (or other mapping system that may arise in the future and be 15 deemed mutually acceptable by both Parties) depicting the route of the Dark Fiber with street level details. 17.2 Five-Year Review of Reporting Requirements. This Agreement will be reviewed by City every five (5)years to determine if modifications to the reporting requirements are necessary. Modifications may be made only through mutual agreement and shall be memorialized as an amendment to this Agreement. 17.3 Record Keeping and Reporting. Lessee shall maintain such accounting, statistical, and other records related to its performance under this Agreement as shall be necessary to develop the reports required by this Agreement.At the written direction or approval of City, the records and reports to be maintained and provided by Lessee in accordance with the applicable provisions of the Agreement may be adjusted in number, format, and frequency, and may be required to comply with state or federal regulatory or reporting requirements. Lessee shall maintain customer data, customer service, accounting, statistical, operational, and other records, not maintained by City in billing and collecting residential customers, related to Lessee's performance as shall be necessary to provide the reporting required by this Agreement. 17.4 Record Retention and Security. Records shall be maintained in forms and by methods that facilitate flexible use of the data contained in them to structure reports, as needed, pursuant to this Agreement. Lessee's records shall be stored in one central location, physical or electronic, that can be readily accessed by Lessee. Unless otherwise required in this Agreement, Lessee shall retain all records and data required to be maintained by this Agreement for the term of this Agreement plus five (5) years after its expiration or earlier termination. Records and data shall be in chronological and organized form and readily and easily interpreted. Lessee shall maintain adequate record security to preserve records from events that can be reasonably anticipated such as a fire, theft, and an earthquake. Electronically-maintained data and records shall be protected and backed up. To the extent that Lessee utilizes its computer systems to comply with record keeping and reporting requirements under this Agreement, Lessee shall, on a monthly basis, save all system-generated reports supporting those record keeping and reporting requirements in a static format in order to provide an audit trail for all data required. 17.5 Maintenance of Financial and Operational Records. Lessee shall maintain accurate and complete accounting records containing the underlying financial and operating data related to and showing the basis for computation of all costs associated with providing services.The accounting records shall be prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied. 17.6 Audits and Inspection by City. At a mutually agreed upon time during normal business hours, but within seven (7) workdays of a written request, Lessee shall make available to City for examination at reasonable 16 locations within City, including by electronic transmission reasonably acceptable to City, Lessee's data and records with respect to the matters covered by this Agreement. Lessee shall permit City, or its designee, to audit, examine, and make excerpts or transcripts from such data and records, and make audits of all data relating to all matters covered by this Agreement. Lessee shall maintain such data and records in an accessible location and condition for a period of not less than three (3) years following City's receipt of final payment under this Agreement unless City agrees in writing to an earlier disposition. City or its designee shall maintain the confidentiality of Lessee's customer list and other proprietary information, to the extent allowed by law. 17.7 Reporting Submittal Process. All reports shall be submitted to City. Reports shall be submitted electronically via email or uploaded to a document sharing platform agreed upon by the Parties. City reserves the right to require Lessee to maintain records and submit the reports required herein through use of a City-selected web-based software platform, at Lessee's expense. Reports shall be submitted within thirty (30) days after the end of the reporting period. If third party information is unavailable, reports shall be submitted based on information available and reports shall be amended at a later date if additional information is received. SECTION 18. BREACH, DEFAULT AND TERMINATION 18.1 Breach; Notice of Breach. A. The following scenarios will be considered a material breach of the Agreement: 1. Failure to meet any financial obligation under the Agreement within thirty (30) days of the due date of any required payment. 2. Failure to provide Deliverables or to meet reporting requirements within thirty (30) days of the due date. 3. Failure to meet specified service standards for City or Lessee facilities. 4. Failure to comply with the Maintenance and Operations Specifications and Procedures set forth in Exhibit D to this Agreement. 5. Failure to perform obligations specified in this Agreement to the standards set forth in the Ukiah Gigabit Fiber Project Plans& Specifications, Fiber Splicing and Testing Standards, and Specifications and Procedures set forth in Exhibit C to this Agreement. B. In the event either Party breaches or otherwise fails to perform the obligations set forth in this Agreement, the non-breaching Party must provide written notice of such breach including reasonable detail of the breach, and thirty (30) days to cure the breach; provided, however, that if cure of the breach is not possible within thirty(30)days after notice is provided, the cure period shall be extended so long as the breaching Party begins to cure its breach within that time period and then continues to diligently cure its breach. 18.2 Remedies Available Upon Uncured Breach. 17 Upon the failure by the breaching Party to cure any breach in accordance with Section 18.1, the non-breaching Party may do any or all of the following: A. Perform or cause to be performed such unfulfilled obligations of the breaching Parry. The breaching Party shall reimburse the non-breaching Party for the reasonable cost thereof, plus interest at the rate of ten percent (10%) per annum, within thirty (30) days after delivery to the breaching Party of written receipts reflecting the costs and evidencing the fulfillment of such obligations; B. Terminate this Agreement immediately upon written notice of termination, pursuant to Section 18.4 of this Agreement; and/or C. Pursue any legal remedies it may have under this Agreement, as well as applicable law or principles of equity. 18.4 Termination A. Termination shall be considered a remedy of last resort. If all efforts to remedy a breach have failed and the cure period of thirty(30)days and any extension thereof has passed, the non- breaching Party may elect to terminate the Agreement upon sixty (60)days'written notice. B. Upon City's election to terminate this Agreement, or a portion thereof, City shall have the right to complete the work under this Agreement, or the portion involved, by whatever means and methods it deems expedient, including the hiring of others on such terms as City deems advisable. City shall not be required to obtain the lowest prices for completing the work under this Agreement, or a portion of it but shall make such expenditures as, in City's sole reasonable judgment, best accomplish such completion. City will issue to Lessee a written notice specifying that the Agreement, or portion thereof, is terminated. Upon receipt of said written notice and, except as otherwise directed in writing by City, Lessee shall stop all work under the Agreement; or if partial termination, stop work relating to the terminated portion of the Agreement. If only a portion of the work has been terminated, Lessee shall perform the remainder of the work in conformity with the Agreement and in such a manner as not to interfere with City or others in their performance and completion of the portion of the work which was terminated. 18.5 Survival. Notwithstanding the provisions of this Section, the expiration or termination of this Agreement shall not affect the rights or obligations of either Party hereto with respect to any payment for services rendered prior to the date of termination, or pursuant to the Sections of this Agreement entitled Indemnification, Limitation of Liability, Insurance and Taxes with respect to matters or claims arising or accruing prior to expiration or termination hereof, or pursuant to any other provisions of this Agreement that, by their sense and context, are intended to survive termination of this Agreement. 18 SECTION 19. COVENANTS 19.1 Lessee Covenants. Except as expressly authorized by applicable laws or this Agreement, in the exercise and performance of its rights and obligations under this Agreement, Lessee covenants and agrees: A. Lessee shall comply with all applicable federal, state and local laws in the exercise and performance of its rights and obligations under this Agreement. Lessee shall comply with any City Encroachment Permit or other permit issued to Lessee in connection with the location of Lessee Infrastructure within the public right-of-way. Lessee shall obtain,as required, any and all necessary approvals for the design, construction, installation, operation and testing of Lessee Infrastructure to be located within City; B. Lessee shall not interfere in any manner with the existence and operation of any and all public and private rights-of-way, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electric and telephone wires,electroliers, cable television,and other telecommunications, utility, and municipal property without the express written approval of the owner or owners of the affected property or properties. Lessee shall not do or permit anything to be done by anyone under its direct control or doing work on its behalf within the public right-of-way or to permit anyone under its direct control or doing work on its behalf to do anything that which may in any way obstruct or interfere with the rights of any person located within the public right-of- way, or injure them, or use or allow the public right-of-way to be used by anyone under its direct control or doing work on its behalf for any improper or unlawful purpose. Notwithstanding the foregoing, this shall not be construed to prohibit Lessee from installing Infrastructure within City or otherwise exercising its rights and carrying out its obligations under this Agreement, provided however that this sentence is not intended nor shall it be construed to increase Lessee's rights under this Agreement. C. Lessee shall be permitted to present this Agreement for purposes of obtaining financing; however, if any entity to whom this Agreement has been presented attempts to perfect an interest therein,that entity must comply with the provisions of Section 26 regarding assignment. Lessee shall not under any circumstances pledge or present the Leased Dark Fiber as an asset to anyone for any purpose. The Leased Dark Fiber is public property owned by City and shall not be pledged to any party. D. Lessee shall not do or permit anything to be done by anyone under its direct control or doing work on its behalf in, on or about the Dark Fiber, Leased Dario Fiber or City Network, or Lessee Infrastructure located within City, which is prohibited by, or will in any way conflict with, any laws now in force by City or which may hereafter be enacted or promulgated by an entity other than City; E. Lessee shall not, in connection with this Agreement, commit, cause, maintain or permit nor suffer, or allow to be committed, caused, maintained or permitted by anyone under its direct control or doing work on its behalf, any waste, abuse or destructive use within the public right-of-way, nor any public or private nuisance, nor any other act or thing which may disturb the quiet enjoyment of any other person lawfully using the public right-of-way; F. Lessee shall be solely and fully responsible for the reporting of all hazardous materials releases to the appropriate agencies, when such releases are caused by, or result from, 19 Lessee's activities or by anyone under its direct control or doing work on its behalf. Lessee shall take all necessary precautions to prevent any hazardous materials used by Lessee or by anyone under its direct control or doing work on its behalf, from entering into any storm or sewage drain system or from being released within the public right-of-way and shall be solely responsible for any cleanup andlremediation required by any federal, state or local agency. 19.2. City Covenants. A. City shall comply with applicable federal, state and local laws in the exercise and performance of its rights and obligations under this Agreement. City shall comply with any City permit issued in connection with the City Network within the public right-of-way. B. City shall not do or permit anything to be done by anyone under its direct control or doing work on its behalf in, on or about the Dark Fiber, Leased Dark Fiber, City Network or Lessee Infrastructure, which is prohibited by or will in any way conflict with any laws now in force or which may hereafter be enacted or promulgated. However, if any laws, rules, ordinances, resolutions or other regulations which are enacted or promulgated by a governmental entity(other than City) after the Effective Date of this Agreement materially (a) change the economics of this Agreement, or (b) interfere with Lessee's or City's rights provided hereunder, City shall provide Lessee sixty (60) days' notice of the required changes. Lessee and City shall work cooperatively to reach mutually agreeable modifications to this Agreement to comply with the required changes. SECTION 20. CONFIDENTIALITY Confidential Information. Lessee acknowledges that City is a public agency subject to the requirements of the California Public Records Act. City acknowledges that Lessee may submit information to City that Lessee considers confidential, proprietary, or trade secret information, or otherwise not subject to disclosure pursuant to an exemption to the California Public Records Act ("Confidential Information"). The provisions of this Section 20 shall survive and shall continue to be binding upon the Parties for a period of three (3) years following the date of termination of this Agreement. Notwithstanding the foregoing, information shall not be considered Confidential Information which (A) is disclosed with the prior written consent of the originating Party, (B) was in the public domain prior to disclosure or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (C)was lawfully in a Parry's possession or acquired by a Party outside of this Agreement, which acquisition was not known by the receiving Party to be in breach of any confidentiality obligation; or (D) is developed independently by a Party based solely on information that is not considered confidential under this Agreement. A. Either Party may, without violating this Section 20, disclose matters that are made confidential by this Agreement to those who have a demonstrated need to know such Confidential Information, including its counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, actual or prospective co-owners, investors, lenders, underwriters, contractors, suppliers, and others involved in construction, operation, and financing transactions and arrangements for a Party or its subsidiaries, affiliates, or parent; to governmental authorities and parties involved in any proceeding in which either Party is seeking a permit, certificate, or other regulatory approval or order necessary or appropriate to carry out this Agreement; to governmental authorities or the public as required by any applicable law, regulation, order, rule, ruling or other requirement of law, including oral questions, discovery requests, subpoenas, civil 20 investigations or similar processes and laws or regulations requiring disclosure of financial information, information material to financial matters, and filing of financial reports. Prior to any such disclosure, the disclosing Party shall notify the non-disclosing Party in writing of its intention to disclose Confidential Information, the reason(s)for the proposed disclosure, and the name(s) and address(es)or organization(s)of the intended recipient(s), and shall seek and obtain the non- disclosing Party's consent in writing prior to any such disclosure, subject to the provisions of the California Public Records Act (7920.000 — 7931.000), and except as otherwise provided in said Act. B. If a Party is requested or required, pursuant to any applicable law, regulation,order, rule, ruling or other requirement of law, discovery request, subpoena, civil investigation or similar process to disclose any of the Confidential Information, such Party shall provide prompt written notice to the other Party of such request or requirement so that, at such other Party's expense, such other Party can seek a protective order or other appropriate remedy concerning such disclosure. C. Confidential Information of Lessee provided to City pursuant to this Agreement will become the property of City, and Lessee acknowledges that City shall not be in breach of this Agreement or have any liability whatsoever under this Agreement or otherwise for any claims or causes of action whatsoever resulting from or arising out of City's copying or releasing to a third party any Confidential Information of Lessee pursuant to the California Public Records Act. D. If City receives a California Public Records Act request for Confidential Information of Lessee, and City determines that such Confidential Information is subject to disclosure under the Califomia Public Records Act, then City will notify Lessee of the request and its intent to disclose the documents. City, as required by the California Public Records Act, will release such documents unless Lessee timely obtains a court order prohibiting such release. If Lessee, at its sole expense, chooses to seek a court order prohibiting the release of Confidential Information pursuant to a California Public Records Act request, then Lessee undertakes and agrees to defend, indemnify and hold harmless City from and against all suits, claims, and causes of action brought against City for City's refusal to disclose Confidential Information of Lessee to any person making a request pursuant to the California Public Records Act. Lessee's indemnity obligations shall include all actual costs incurred by City, and specifically includes costs of experts and consultants as well as all damages or liability of any nature whatsoever arising out of any such suits, claims, and causes of action brought against City, through and including any appellate proceedings. Lessee's obligations to City under this indemnification provision shall be due and payable on a monthly, ongoing basis within thirty (30) days after each submission to Lessee of City's invoices for all fees and costs incurred by City, as well as all damages or liabilities of any nature. E. Each Party acknowledges that any disclosure or misappropriation of Confidential Information by such Party in violation of this Agreement could cause the other Party irreparable harm, the amount of which may be extremely difficult to estimate, thus making any remedy at law or in damages inadequate.Therefore, each Party agrees that the non-breaching Party shall have the right to apply to any court of competent jurisdiction for a restraining order or an injunction restraining or enjoining any breach or threatened breach of this Agreement and for any other equitable relief that such non-breaching Party deems appropriate. This right shall be in addition to any other remedy available to the Parties in law or equity. 21 SECTION 21. DISPUTE RESOLUTION Except for preliminary injunctive relief or as otherwise specifically provided in or permitted by this Agreement, all disputes, differences of opinion or controversies arising in connection with this Agreement shall first be resolved through an Informal Dispute Resolution process of good faith negotiation to arrive at an agreeable resolution. In the event of a dispute, either Party may give the other Party written notice of the dispute ("Dispute Notice"). If, after negotiating in good faith for a period of sixty (60) calendar days from the date the Dispute Notice was given, or any agreed further period, the Parties are unable to resolve the dispute, then either Party may file a limited civil action under Code Civ. Proc. §86 in the Mendocino County Superior Court which is currently limited to disputes of $35,000 or less. For any dispute that exceeds the jurisdictional limit on civil disputes under§86 or any successor provision, the dispute shall be subject to binding arbitration pursuant to Cal. Code Civ. Proc. §1280 et seq. Each Party shall bear its own costs of these procedures, including attorneys'fees. The Parties will equally split the arbitration fees. The arbitrator's award will be final and binding, and judgment upon the arbitrator's award may be entered in any court having jurisdiction thereof. Subject to Code of Civil Procedure Section 1286.4, in determining whether to enter judgment based on the arbitration award, the court shall vacate the award if it determines either that the award is not supported by substantial evidence or that it is based on an error of law. SECTION 22. FORUM AND GOVERNING LAW Any litigation seeking preliminary injunctive relief, amounts subject to limited civil jurisdiction or relating to the enforcement of the mandatory arbitration provisions of Section 21 or enforcement of an arbitration award shall be brought in Mendocino County, and venue shall lie in Mendocino County. If a change of venue is requested pursuant to Code Civ. Proc. §394, the parties agree that an out-of-county judgment assigned by the Judicial Council shall conduct court proceedings in Mendocino County Superior court.Any such litigation will be governed by the laws of the State of California. SECTION 23. RELATIONSHIP OF THE PARTIES The relationship between the Parties shall not be that of partners, agents or joint venturers for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including, but not limited to federal income tax purposes. In performing any of their obligations hereunder, the Parties shall be independent contractors or independent Parties and shall discharge their contractual obligations at their own risk. SECTION 24. NOTICES Whenever written notice or document submission is required or permitted by this Agreement, it shall be delivered by registered or certified mail, overnight courier, or attached to an email communication that requests a return receipt and which is acknowledged as received by the recipient, addressed or sent as follows: To City: CITY OF UKIAH Attention: City Clerk 22 300 Seminary Avenue Ukiah, CA 95482 Email: cityclerk@cityofukiah.com With a copy of Notices to: CITY OF UKIAH Attention: City Manager 300 Seminary Avenue Ukiah, CA 95482 Email: ssangiacomo@cityofukiah.com To Lessee: Vero Fiber Networks Attention: Sunita Krishna, Chief Executive Officer P.O. BOX 426 Gretna, NE 68028 To Email: skrishna@verofiber.com; ebiagi@verofiber.com With a copy of Notices to: Evan Biagi, Chief Revenue Officer Either Party, by similar written notice, may change or add addresses to which Notices or documents shall be sent. SECTION 25. WAIVER No failure, forbearance, neglect, or delay by either Party in enforcing this Agreement or any provision herein or exercising any rights contained in this Agreement shall affect or limit such Party's right to strictly enforce same and shall not constitute or be implied as a waiver of any right to enforce same in the future. SECTION 26. ASSIGNMENT Lessee shall not sublease the City Network,the Leased Dark Fiber, or any portion thereof, this Agreement or any interest therein directly or indirectly, by operation of law or otherwise, without the prior written consent of City, which may be withheld at its sole discretion.Any attempt to do so without City's consent shall be null and void, and any assignee or sublessee, shall acquire no right or interest by reason of such attempted assignment or sublease. Notwithstanding the foregoing provisions to the contrary, Lessee must provide written notice and obtain City's written consent prior to assigning this Agreement to any entity controlling,controlled by, or under common control with, Lessee,or to a successor by merger or the purchaser of substantially all of the assets of Lessee. Any change of control of Lessee shall be considered an assignment requiring City's consent. City's consent to the change of control shall not be unreasonably withheld. SECTION 27. FORCE MAJEURE. Neither Party shall be liable for any delay in or failure of performance hereunder due to causes beyond such Party's reasonable control, including but not limited to, acts of God, fire, flood, earthquake, ice storms,wind storms or other severe weather events,explosion,vandalism, 23 cable cut, terrorist acts, insurrection, riots or other civil unrest, epidemic, pandemic, national or regional emergency, unavailability of rights-of-way, a governmental authority's failure to timely act, inability to obtain equipment, material or other supplies due to strike, lockout or work stoppage, or any law, order, regulation, direction, actions or request of any civil or military governmental authority (each a "Force Majeure Event"). This Section shall only excuse delay in or failure of performance if the Party seeking excuse provides a showing of impossibility or impracticality of timely performance. The excused Party shall resume performance of the obligation at the conclusion of the Force Majeure Event SECTION 28. MISCELLANEOUS 28.1 The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties or their respective successors or permitted assigns. 28.2 Except as otherwise expressly provided, the rights and remedies set forth in this Agreement are in addition to, and cumulative of, all other rights and remedies at law or in equity. 28.3 The headings in this Agreement are strictly for convenience and do not amplify or limit any of the terms, provisions or conditions hereof. 28.4 In the event any term of this Agreement is held invalid, illegal or unenforceable, in whole or in part, neither the validity of the remaining part of such term nor the validity of the remaining terms of this Agreement will be in any way affected. 28.5 This Agreement may be amended or modified only by a written instrument executed by both Parties. 28.6 No failure to exercise and no delay in exercising, on the part of either Party, any right, power or privilege hereunder will operate as a waiver, except as expressly provided herein. 28.7 If any conflict or contradiction exists between this Agreement and any Addendum, the terms of the Addendum shall control. 28.7 This Agreement is made and entered into for the sole benefit of City and Lessee. No third party shall be deemed to have any rights under this Agreement; there are no third-party beneficiaries to this Agreement. 28.8 Those provisions that by their nature and import must survive expiration or earlier termination of this Agreement in order to be given their full force and effect shall so survive. 28.9 This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. Any executed documents sent to the other Parties in portable document format (pdf) images via email will be considered the same as an original document. The Parties consent to the use of electronic signatures. SECTION 29. ENTIRE AGREEMENT This Agreement supersedes any and all other agreements and representations between the Parties respecting this Public-Private Partnership, Design/Build, and Fiber Lease Agreement, and contains all the terms, conditions and obligations of the Parties with respect to this 24 Agreement. If any provision of this Agreement is held to be invalid or unenforceable,the remainder of this Agreement shall remain in full force and effect. SECTION 30. RECITALS AND EXHIBITS The Recital clauses stated above are incorporated into this Agreement by reference. The Exhibits listed below and attached hereto are incorporated into and made a part of this Agreement. Exhibit A: City Network Map Exhibit B: Construction Standards: Exhibit C: Fiber Optic Testing Standards and Procedures Exhibit D: Maintenance and Operations Specifications Exhibit E. Insurance Requirements Exhibit F: Lessee Service Level Agreement Exhibit G: City Priority Facilities Exhibit H: Microtrench Agreement Exhibit I : Agreement for Design/Build Services and General Conditions Exhibit J: Company's Construction Proposal [August 14, 2025 Proposal and Addendum] Exhibit K: Letter Requesting Proposal and addenda Exhibit L: FFA Grant Award ExhibitM: FFA Grant Application Exhibit N: Appendix A-Federal Funding Account Program Rules and Guidelines IN WITNESS WHEREOF, each Party has caused this Agreement to be executed as of the date first set above, by its duly authorized representative. Vero Fiber Networks, LLC CITY OF UKIAH By: �,... i-� By: 15 Name: sy 1 -ITA S r-\VJ 1* Name: SP�NGI C a tir-� Title: C Title: C_lT4' kl�A/A-&CL 25 APPROVED T ORM: By: -X "J IF Name: P Title: City Attorney 6 EXHIBIT ' NETWORKCITY . . CONCEPTUAL DESIGN FOR THE CITY NETWORK - ® CAv - � - , 2 . � - . - , . � : :■\ (� � , ! . � EXHIBIT B CONSTRUCTION STANDARDS CONSTRUCTION SHALL CONFORM TO: • California Public Utilities Commission General Order 95 • California Public Utilities Commission General Order 128 • City of Ukiah Construction Standards "City Standards" • City Microtrenching Standards EXHIBIT C TESTING STANDARDS AND PROCEDURES Performance Testing Standards • TIAIEIA-668.3-D (Optical Fiber Cabling and Components Standard) Defines acceptable fiber link performance, including insertion loss (IL) and return loss (RL). • ANSIMA-626 Series (Testing of Fiber Optic Systems) r, TIA-626-7 (Multimode fiber loss measurement using an optical power meter) TIA-526-14-B (Single-mode fiber loss measurement using an OTDR) EXHIBIT D MAINTENANCE AND OPERATIONS SPECIFICATIONS AND PROCEDURES 1, Defined Terms a. "Routine Maintenance" is all preventive maintenance activities, upgrades and repairs, including but not limited to those activities outlined in this Exhibit. b. "Non-Routine Maintenance" is all efforts and activities in response to an emergency circumstance which requires restoration. 2. General a. Lessee shall provide a means for City to report trouble with the Dark Fiber to trained and qualified personnel on a twenty-four (24) hours a day, (7) seven days a week basis. City shall report trouble to Lessee at the earliest opportunity. Lessee shall dispatch a Technician along the City Network to handle and repair problems reported by City or otherwise discovered by Lessee. b. The Technician shall be available for dispatch twenty-four(24) hours a day, seven (7) days a week. Lessee shall use best efforts to have its Technician at the site requiring an emergency maintenance activity within four(4) Fours from notification by City or other discovery by Lessee, whichever occurs first. In the event that the Dark Fibers are spliced to a third parry's fibers, Lessee shall dispatch the third parry's maintenance personnel to determine if the problem is on the City's Dark Fibers or the third party's fiber network before Lessee dispatches a Technician to restore the Dark Fibers; however, Lessee's four(4)hour response interval described in this Section 2(a) shall not be deferred or extended due to the time taken by the third party to determine the location of the problem. C. Lessee shall take workmanlike care to prevent impairment to the signal continuity and performance of the Dark Fiber. The precautions to be taken by Lessee shall include notification to City. In addition, Lessee shall reasonably cooperate with City in sharing information and analyzing the disturbances regarding the Dark Fiber and/or City Network. d. Lessee shall notify City at least seven (7) days prior to the date of any planned non-emergency maintenance activity. In the event that a Lessee-planned activity is canceled or delayed for any reason as previously noted, Lessee shall notify City at Lessee's earliest opportunity and will comply with the provisions of the previous sentence to reschedule any delayed activity. e. Non-emergency work that is reasonably expected to produce any signal discontinuity must be coordinated between the Parties and performed in accordance with Scheduled Maintenance Procedures. "Scheduled Maintenance Procedures" or "SMP" means a pre-arranged period of time reserved for performing certain work on City's or Lessee's City Network that may impact communication services. Unless otherwise agreed by City, SMP will be completed after 10:00 p.m. and before 6:00 a.m., local time. Major City Network work such as fiber rolls and hot cuts will also be scheduled utilizing SMP. f. Lessee shall maintain the Dark Fiber in a manner that permits normal operation of the equipment associated with the Dark Fiber. h. Lessee shall provide and maintain names and telephone numbers of primary and secondary contact personnel who are trained in trouble shooting network problems. City shall provide Lessee with primary and secondary contact personnel in case City personnel are needed to assist with trouble shooting or restoration of service within City facilities. City personnel will diagnose potential problems with City's equipment and determine there are no problems with such equipment prior to making a Non-Routine Maintenance request to Lessee. 3, Facilities a. Lessee shall maintain the Dark Fiber in conformance with the Specifications in a manner that permits normal operation of the Dark Fiber. b. Lessee shall perform appropriate Routine Maintenance on the City Network in accordance with Lessee's then current preventive maintenance procedures that shall not substantially deviate from industry practice and shall be responsible for correcting dysfunction. 4. City Network. a_ Lessee shall maintain the City Network in good and operable condition and shall repair the fiber in workmanlike manner. b. Lessee shall perform appropriate routine maintenance on the City Network in accordance with Lessee's then-current preventative maintenance procedures. Lessee's maintenance procedures shall not substantially deviate from industry practice. C. Lessee's responsibility ends at the Demarcation Points. v. Restoration a. When restoring a cut fiber, the Parties agree to work together to restore all traffic as quickly as possible. Lessee, immediately upon arriving on the site of the cut, shall determine the best course of action to be taken to restore the fiber and shall begin restoration efforts. b. It will be the responsibility of Lessee to report any known environmental hazards that would restrict or jeopardize any maintenance work activities in shelters or right of way areas of operations. C. Upon notification of interruption of fiber service,disrepair, impairment or other need for repair or restoration of the Dark Fiber and the location of the damaged Dark Fiber, Lessee shall pursue commercially reasonable efforts to mobilize technicians to achieve necessary repair or restoration, including, but without limitation,to have maintenance personnel at the affected site within four (4) hours after receipt of such notice with the required restoration material and equipment. If City's use of the Dark Fiber is interrupted due to the occurrence of a Force Majeure event, the non-performing Party will contact the other Party and repairs and restoration will be made as expeditiously as possible. d. The requirement for detection of the fault location is "as exact as possible"utilizing test records, fiber documentation, GPS coordinates and OTDR test results of the affected Dark Fiber. Subject to the priorities described above, if City's use of the Dark Fiber is interrupted due to an occurrence of a Force Majeure event, repairs and restoration shall be made as expeditiously as possible. e. For purposes of this Section, "commercially reasonable efforts" means activities and performances consistent with prudent utility practice, preserving City Network integrity, and response times that do not jeopardize the health and safety of the employees and agents of City and Lessee. f. Lessee's maintenance employees or contractors shall be responsible for correcting or repairing fiber discontinuity or damage, including, but not limited to, the emergency repair of the Dark Fibers. Lessee shall use commercially reasonable efforts to repair the Dark Fiber's traffic-affecting discontinuity as soon as possible after learning of the discontinuity or the service affecting situation. g. Lessee shall maintain sufficient capability to teleconference with City during an emergency repair in order to provide continuous communication. With respect to restoration of open fibers on fiber strands not immediately required for service,the repair shall be scheduled for the next available SMP. EXHIBIT E INSURANCE REQUIREMENTS -- URNK2-16 FM CAWFACYCM M"COMIRUCTOMWER" Conbaxbr OlaO pmraw and* for no IN laa z1 rt=1 04 W ft knonwe 10;c0am4r lopfflw%f wftdh xW ads**worm wNaft of to rusk Caetfesx. +x tier cam. OWN um took%oft as vibaDrdwcum Soo"abuy== romw OW be at food as bnmdas: #1rlut bar or on �ataf�atno a�F wns or sqWpnvd tx In vow wftwch vwk a op so bwo-eaorm mar sgraspr un ba prrn M In*w t m to rrt o dw m ttic confrmmeo won,ar ss a owa ter• 9. Tfio wo*my�y�pufty 0!o ftsob a r df e� o Iffy ""Dow a7s FW wW cki p • t� T4 1 the Caftbdol's taumoKe cc a :'go RW be ptmwy Wa�in Ctly, f oft,p a Mb IN. empkwm or vaWrftom Any noxwm a poNl4mmuom 7dby1w OW,a OMerw. . arvokaftmaumbeemw of 1tm Cao"M*ft kmLrmxv am am"Ot 4aawbulD wo#t MR byewwpMrty sftr )drys'Vim WeM4 by ROK fru $. CanmW OW nd eftmd*my ! rag r« *0 artwD ftoomw of it1Q SdOWNM km"W ID MAY wf an Ito W4mvft ft f dim to"d under of&i foe 2M of CM Ca&. 8. Causis ad sty pmwabm. IL I (�ft bs eratrwd ss Ides pay-. b.I r+t OW arsfe d1 Vft of aftooaWn a ow C4. SERVICE LEVEL AGREEMENT .% aa-n -.�rau e;r nu�car orw enssv� x�+ramo� la MW�&I ltas CP Qt to OF No of ft fir,cow ew mmm or ebmwe" *Mh was wr atit dole inimspintsm MOM,tts vft*m'kvMdW crb s and vdunkww orian rd rich a�npnalpd¢ ps�e0 11 tlarO to tAa C gm'l b If pow 41 ad mvemkohN&sip MM . AL Od er sae Pmwhdom lfie Sri 1t_ f1p►pocias awls conbM.orbs r -ocm ID awn,Vs m 1 I'to Cij,Its amcea- df mda,ewVeVm and waf ors as to be a3 h�sor� wft I to tmbft.0 1 oat of auldraehow o la,ad,*UNA or wen by or on boka Exhibit F SERVICE LEVEL AGREEMENT Availability is based on network downtime, which exists when a particular circuit of Customer is unable to transmit, receive and utilize a Service for a continuous and uninterrupted period of time in such a way that Customers traffic is materially impaired(an"Outage"). In order for a Service Level Agreement to apply, any such Outage must be reported by Customer to &-2p&tt(dxverob road band:_r.nrn and recorded in the Vero trouble ticket system.Customer should record their ticket number. To apply for a service credit, Customer must open a billing ticket with Vero Billing department at biI-inst v ArUdgana room within five(5)business days after the end of the calendar month in which the failure occurred. Downtime for the Outage shall be measured from the time the trouble ticket is opened to the time the affected Service again substantially meets the performance criteria and Customer's traffic is no longer materially impaired. Exclusive Remedy In the event Vero does not meet an SLA for any calendar month,subject to the restrictions and exclusions below, Customers sole and exclusive remedy shall be a service credit, not to exceed 50% of customers monthly recurring charge("MRC")for that specific Service,based on the SLA met. In order to receive the service credits set forth herein, such requests shall be made no later than five business days following the last day of the month in which the relevant SLA was not met. Failure to comply with these Service credit request requirements will forfeit your right to receive a credit.A credit will be applied only to the month in which the Outage giving rise to the credit occurred."Affected Service"refers to the particular Service that fails to meet the relevant SLA. In no event will the total credit,in the aggregate for all credits issued in one month,exceed the equivalent of 50%of the relevant MRC's for the Affected Service. Upon receiving the Customers request for service credits, Vero shall promptly investigate the Outage. If Vero determines in its sole discretion that a credit is due to Customer, Vero shall deduct outage credits from Customers invoice by giving Customer a credit against the charges otherwise payable to Vero hereunder on the next month's invoice following Vero's conclusion of its investigation.The Customer may not deduct or set-off a Service credit, if any, from an invoice, but must, in all cases, wait for the invoice to reflect the Service credit before the Customer can realize it. Given that damages from Service interruptions or other failures to provide the Service under this SLA would be impossible to ascertain,and that the remedies stated in this SLA have been determined as a reasonable estimate of compensation, and not as a penalty,Customer's remedy shall be fixed and liquidated as set forth in this SLA. In no event will the total remedies available to Customer exceed those set forth in this SLA. The provisions of this SLA state Customers sole and exclusive remedies for Service interruptions or Service deficiencies of any kind whatsoever. Each Service outage shall be treated as a discrete event,and the credits specified in the SLA shall be given for each separate Service outage. The number of minutes of separate Service outages shall not be cumulative to determine the percentage of credit. Exclusions Vero shall not be liable for SLA credits under the following conditions: Interruptions caused by the Customer or others authorized by Customer to access, use,or modify the Service or equipment used by Customer; Interruptions due to the configuration,failure,poor performance,or malfunction of equipment,fiber optic cable,or peripheral equipment over which Vero has no control or responsibility; Page 1 of 4 Vero Standard SLA--Exhibit F-City of Ukiah Confidential and Proprietary Non-Vero-controlled facilities. Customer will not be entitled to a service credit for an outage that is the direct result of any network failure associated with a local loop or any other facilities that are not owned, operated,or controlled by Vero,including customer premises equipment provided by that carrier. Interruption on a service for which the Start of Service Date has not yet commenced; Interruptions due to power failure at Customer premises, Interruptions during any period in which Vero or its agents are not afforded access to the premises where the access lines associated with the Service are terminated,provided such access is reasonably necessary to prevent a degradation or to restore Service; Interruptions during any period that Vero has communicated to Customer in any manner that the Service will be unavailable for routine maintenance or grooming purposes, or Customer has released the Service to Vero for the installation of a customer Service Order; Interruptions during any period that Customer elects not to release the Service for testing and/or repair and continues to use it on an impaired basis; Interruptions resulting from Customer's use of Service in an unauthorized or unlawful manner; Interruptions resulting from a Vero disconnect for Customer Default; Interruptions resulting from incorrect, incomplete, or inaccurate Service Orders from Customer (Including without limitation Customer's over subscription of circuits); Interruptions due to improper or inaccurate network specifications provided by Customer; Special configurations of the standard service that has been mutually agreed to by Vero; provided, however, Vero may provide a separate service level agreement to Customer for those special configurations; Vero's inability to deliver Service by the Customer commit due date; Interruptions resulting from a Force Majeure Event, or other circumstances beyond the reasonable control of Vero or its contractors or agents; Customer breaching a material provision of the Agreement at the time of such Service outage. In the event that Vero dispatches personnel for an interruption in service and then determines that such interruption was caused by either Interruptions caused by the Customer or others authorized by Customer to access,use,or modify tho Service or equipment used by Customer;or Interruptions due to the configuration,failure,poor performance,or malfunction of equipment,fiber optic cable,or peripheral equipment over which Vero has no control or responsibility; then Vero will invoice Customer for all reasonable and documented costs incurred for such dispatch and Customer will pay in full within thirty(30)days from the date of invoice. Page 2 of 4 Vero Standard StA-Exhibit F-City of Ukiah Confidential and Proprietary Service Level Agreement Dedicated Internet Access Data Availability is defined as the ability to communicate through Vero's network to the Internet. Data shall not be considered unavailable under the following circumstances: • inability to pull up specific web saes • "slow"performance not caused by:dentified circuit errors • trouble on Customer loca;network • problems with or failure of Customer computer,tablets,phones,or other customer-owned equipment Data Availability shall be guaranteed only to the specified Network Port The monthly Service Availability Percentage for Dedicated Internet Access is calculated as follows:(Minutes of Outage)143,200(30 days x 24 hours/day x 60 minutes in an hour) Data Availability Upper Level Lower Level Outage Credit 100% 99.9% No Credit 99.9% 99.5% 5%of MRC 99.5% 99.0% 10%of MRC 99.0% 95.0% 25%of MRC 95.0% 0.0% 1 50%of MRC Page 3 of 4 Vero Standard SLA-Exhibit F-City of Ukiah Confidential and Proprietary Service Level Agreement Ethernet Data Availability is defined as the ability to communicate through Vero's network from specified A Location to Z Location. Data shall not be considered unavailable under the following circumstances: • "slow"performance not caused by identified circuit errors • trouble on Customer local network • problems with or failure of Customer computer, tablets, phones, or other customer-owned network equipment Data Availability shall be guaranteed only to the specified Network Port. The monthly Service Availability Percentage for Ethernet Service is calculated as follows: ((Minutes of Outage)1 43,200(30 days x 24 hoursiday x 60 minutes in an hour) Data Availability Upper Level Lower Level Outa a Credit 100% 99.9% No Credit 99.9% 99.5% 5%of MRC 99.5% 99.0% 10%of MRC 99.0% 95.0% 25%of MRC 95.0% 0.0% 50%of MRC The length of each Outage shall be calculated in full minutes for the purposes of determining Outage Credits. 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A ICi1fiY WSTAitM IPMOM 9itW IW ftAGMATAt4l"THlWA* 'W%k #Al At 1€Okwv Ir(F COYM ML7$,5i#iORII.AriJM milk AM)MML L ISL MMI �k171BYtTillilf�1 -L 0*069MfMF1 '1i9�1��7#N11 c Y3'MLMMi t it 11 lr LIIE'.iLifj11�l7iF 11p1 t°I*t q; QF liE�' fi*IF3�C31111 CAD i 13} Ski t JgofflCN 4L.C*IgMn CAMIW OWAtl O VIIN. tltV CCW4YJ T NMI I IN:O".rTALIM MA ". �17♦I OtRI ll7tif# kM5�1 CF M 4TF AP r r 8 I�ti at s:r oalr►sIR SA1s 3!F iAf�tALI A Irt A#�ArlJtf OP W $ IolarlCMtl�t3�SIMl��l� �'#i1�31iX1�1111�Y1� f,9EM�{� ##kOul��l . E{47�0 SfFi�ll�.9�1i1G�C1lMs,�'iLs #x►37Y#3 . FOR DRY UTQM" IM�13A':AS LEG�31•K1S Exhibit I AGREEMENT FOR DESIGN/BUILD SERVICES CITY OF UKIAH UKIAH GIGABIT FIBER PROJECT (PROJECT#18472) THIS AGREEMENT is made this 26th day of August, 2025, by and between Vero Fiber Networks, LLC, a limited liability company ("Company'" "Design Build Entity," or "DBE"), and the CITY OF UKIAH ('City") ("DIB Agreement"). City and Company may be referred to herein individually as a "Party" and collectively as the "Parties." The Parties have mutually covenanted and agreed,and by these presents do covenant and agree with each other, as follows: Preamble Pursuant to California Government Code§§5956-5956.10, Company and City have entered into a Public-Private Partnership, Design/Build, and Fiber Lease Agreement, pursuant to which Company has agreed to (1) design and construct the Ukiah Gigabit Fiber Project and the City Network, and (2) lease, operate and maintain the City Network for a term of 35 years. Capitalized terms in this DIB Agreement and the attached and incorporated General Conditions shall have the meaning defined in the Public-Private Partnership, Design/Build, and Fiber Lease Agreement to which this DIB Agreement is attached and incorporated, unless otherwise defined herein. Article I. Work DBE shall provide, furnish, and perform all necessary planning, architectural, engineering, and all other design services of any type, procurement, permitting and support services, construction, landscaping, clean-up, and will contract with licensed California contractors to provide, furnish, and perform other construction services of any type, provide and furnish all necessary supplies, materials and equipment(exceptthose to be provided by City, if any)and all necessary supervision, labor, and services required for the complete engineering, design, procurement, quality assurance, construction and all necessary installation, start-up and testing required fora complete Ukiah Gigabit Fiber Project (as defined in the Public-Private Partnership, Design/Build and Fiber Lease Agreement) (hereinafter,the all-inclusive obligations of DBE set forth in this sentence shall be referred to as the "Work"). Except with regard to any material to be provided and/or installed by City, DBE shall fully commission and turn over a complete Ukiah Gigabit Fiber Project to City. Without limiting the generality of this paragraph, DBE shall provide the following work and services: 1.1 DBE shall cause to be prepared complete designs, engineering, working drawings, shop drawings, permit applications, and generate drawings and/or engineering analysis setting forth in detail the specifications and requirements for the purchasing and procurement of the services, materials and equipment and for the construction of the complete, operational, and fully functional Ukiah Gigabit Fiber Project, and shall furnish the services of all necessary supervisors, engineers, designers, draftsmen, and other personnel necessary for the preparation of those drawings and specifications required for the Work, including any necessary field verification that the construction of the Ukiah Gigabit Fiber Project will not conflict with or damage any existing facilities used by other public utilities, including the pertinent information for natural gas, water supply, sewer, electricity and any other utilities, as required. 1.2 DBE shall engage contractors with required licenses in good standing from the California Contractors State License Board ("CSLB") to provide, install and complete as specked and pay for all labor, materials and equipment,tools, supplies, construction equipment and machinery, permits, construction, start-up and testing, utilities, transportation, and other facilities and services (including any temporary materials, equipment, supplies and facilities) necessary for the proper execution and completion of the Ukiah Gigabit Fiber Project. DBE shall provide City with information satisfactory to City about such contractors' experience and qualifications for constructing the Ukiah Gigabit Fiber Project. 1.3 DBE shall be responsible for insuring that its contractors furnish the services of all supervisors, forepersons, skilled and unskilled labor and all other personnel necessary to design and construct the complete Ukiah Gigabit Fiber Project. Article II. City's Project Manager and Representatives 2.1 City may delegate all or part of its rights,responsibilities and duties to a City Project Manager or other representative. City shall inform DBE in writing of such assignment and the extent of its representative's authority. City shall remain responsible for resolving questions or disputes between DBE and City's Project Manager. Article III. Ukiah Gigabit Fiber Project Deliverables The design and construction deliverables for the Ukiah Gigabit Fiber Project shall be subject to the following standards and requirements and as provided in the General Conditions: 3.1 Design Deliverables 3.1.1 Conceptual a. Submit a proposed PDF design with the proposal. b. Provide a high-level design in .shp format within 30 days of D/B Agreement execution. 3.1.2 Preliminary Design a. Submit O-Calc data for proposed pole attachments within 90 days of the DIB Agreement execution. b. O-Calc data in .pdf format for every pole with the fiber installed (final design), 100 poles per file, listed in consecutive order of construction. c. Excel file: City pole number, heights of all attachments including new fiber, span guys and dead-end guying, storage poles. Company pole number/ City pole number cross reference (if Company renumbers pole). 3.1.3 60% Design a. Submit a detailed plan set and specifications in .pdf and .shp low-level design format within 90 days of DIB Agreement execution. 3.1.4 Final Design a. Submit the final plan set and .shp files within 30 days of receiving review comments. b. Permit application submittals 3.2 Construction Deliverables from DBE: 3.2.1 Pre-Construction a. Provide a detailed construction schedule in Gantt chart format within 15 days of receiving the final design approval. b. Submit a construction site logistics plan, including staging areas, traffic control, and site access, within 10 days before mobilization. C. Deliver a materials procurement list, including specifications and sources, within 20 days of DIB Agreement execution. 3.2.2 Construction Phase a. Submit weekly progress reports, including updates on schedule, budget, and key milestones. b. Provide as-built drawings in .PDF and .shp formats on a bi-weekly basis during construction progress. C. Ensure daily safety reports and quality assurance/quality control (QAIQC) checklists are completed and submitted to the City Project Manager. d. Weekly project meetings with Company project manager and Cityteam. e. Weekly Certified Payroll Reports, uploaded to DIR and electronic copy submitted to City Project Manager 3.2.3 Post-Construction a. Submit final as-built drawings in both .PDF and .shp formats within 15 days of Ukiah Gigabit Fiber Project completion. b. Provide a construction closeout package, including warranties, manuals, and a maintenance plan, within 30 days of completion. C. Facilitate a final inspection with City and submit a punch list resolution report within 7 days post-inspection. d. Provide a project completion report, summarizing all deliverables, lessons learned, and final Ukiah Gigabit Fiber Project metrics. Article IV. Contract Time and Delay Damages 4.1 DBE shall complete the Work within the following schedule reflecting the date the Contract Time commences to run as set forth in the Notice to Proceed and the General Conditions. 4.1.1 DBE acknowledges that it is in City's best interest for DBE to begin work as soon as possible after City executes the Public-Private Partnership, Design/Build,and Fiber Lease Agreement, and issues the Notice to Proceed as defined in the attached General Conditions. DBE may, at its option, phase preparation and issuance of construction documents to facilitate commencement of work such as site work, network switches and construction, and underground fiber network installation. City will reasonably phase its reviews and approvals of such phasing to support DBE's work. 4.1.2 DBE shall achieve Final Completion as defined in Section 9-03 of the General Conditions, not later than October 23rd, 2026, plus any extensions thereof allowed in accordance with the Contract Documents. 4.1.3 DBE shall fully participate in and cooperate with City in obtaining all necessary final approvals required to operate the Ukiah Gigabit Fiber Project. 4.2 Delay Damages City and DBE recognize that time is of the essence of this DIB Agreement, and that City may incur additional contract administration expenses and potential reduction in Ukiah Gigabit Fiber Project funding from the CPUC grant if the Work is not completed within the time specified in Paragraph 4.1.2 above plus any extensions thereof allowed in accordance with the Contract Documents. DBE acknowledges and agrees that absent avoidable delay there is sufficient time to achieve Final Completion by October 23, 2026. Accordingly, City and DBE agree that: (1) if City is denied undistributed grant funds or is required to pay back all or a portion of the grant due to Avoidable Delays determined in accordance with Sections 8.03-8.09 of the General Conditions, DBE is responsible for such payment and shall indemnify and defend City from and against any liability therefor, including, but not limited to,any and all costs to contest any forfeiture of undisbursed grant funds or any demand or requirement to repay grant funds due to such delays; and (2)DBE shall reimburse City for any additional costs incurred for Project management or oversight. 4.3 Other than the actual damages included in Section 4.2, DBE shall have no liability for consequential damages arising out of the completion of the Work under the Contract Documents. However, this Section 4.3 does not apply to claims against City by third parties arising out of DBE's or its contractors' performance under this DIB Agreement. 4.4 Compensable delays, (i.e., delays that are excusable and for which DBE requests an extension of time or increase in compensation) claimed by DBE shall be evaluated and determined based upon the specific factors involved and the causes of the delays including trade standards and any other acceptable means for the resolution of Compensable delays as may be agreeable to both Parties. Article V. Contract Price 5.1 City shall pay DBE in accordance with the Contract Documents and the amounts stipulated in DBE's Cost Proposal. The total Contract Price for the design and construction of the Ukiah Gigabit Fiber Project shall be: Three Million Two Hundred seventy-seven thousand six hundred and fifty-four dollars ($3,277,654.00). Any design or construction costs incurred to achieve Final Completion shall be assumed and paid by DBE as part of its contribution to construction of the Project. 5.2 The Contract Price is all-inclusive and includes all Work; all federal, state, and local taxes on materials and equipment, and labor furnished by DBE, its contractors, consultants, architects, engineers, and vendors or otherwise arising out of DBE's or its contractors' performance of the Work, including any increases in any such taxes during the term of this DIB Agreement; and any duties, fees, and royalties imposed with respect to any materials and equipment, labor or services. The taxes covered hereby include occupational, sales, use, excise, unemployment, FICA, and income taxes, customs, duties, and any and all other taxes on any item or service that is part of the Work,whether such taxes are normally included in the price of such item or service or are normally stated separately. Article VI. Terms of Payment 6.1 Payment to DBE shall be per Section 9 of the General Conditions. Monthly invoices must provide a detailed description of each task, time expended, fees charged, and supporting documentation, including certified payroll reports for the period being invoiced. Payments to DBE are due within 30 days of the date of submission by DBE of an invoice that is approved by City. Retention, including its calculation and release, shall also be governed by Section 9 of the General Conditions. Article VII. DBE's Representations and Warranties DBE makes the following representations and warranties: 7.1 By execution of the attached CERTIFICATION OF WORKERS' COMPENSATION, DBE certifies its and its contractors' awareness of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and compliance with such provisions before commencing the performance of this DIB Agreement. 7.2 DBE and its contractors have visited the Ukiah Gigabit Fiber Project site and have reasonably examined the nature and extent of the Work, site, locality, actual conditions, as-built conditions, and all local conditions and federal,state and local laws and regulations that in any manner may affect cost, progress, performance or furnishing of Work or which relate to any aspect of the design and the means, methods, techniques, sequences or procedures of construction to be employed by DBE and safety precautions and programs incident thereto. DBE and its contractors have reasonably examined all reports of exploration and tests of subsurface conditions, as-built drawings, drawings or reports, made available for design and construction purposes, including those which are specifically identified by City or provided as part of the Contract Documents. DBE accepts the criteria set forth in these documents and the General Conditions to the extent of the information contained therein upon which DBE and its contractors are entitled to rely. DBE agrees that except for the information so identified or provided by City, DBE and its contractors do not and shall not rely on any other information contained in these documents. 7.3 After City's execution of the Public-Private Partnership, Design/Build and Fiber Lease Agreement, DBE will conduct or obtain any additional examinations, investigations, explorations, tests, reports and studies, including, but not limited to, geotechnical investigations upon which the design will be based, that pertain to the surface and subsurface conditions, as-built conditions, underground facilities and all other physical conditions at or contiguous to the site as DBE considers necessary for the performance or furnishing of Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents. 7.4 DBE has correlated with the terms and conditions of the Contract Documents the results of all observations, examinations, investigations, explorations, tests, reports and studies obtained by DBE in pursuant to Section 7.2. 7.5 DBE and its contractors are duly licensed, organized,existing and in good standing under applicable state law, and are duly qualified to conduct business in the State of California. 7.6 DBE has duly authorized the execution, delivery and performance of this DIB Agreement, the other Contract Documents and the Work to be performed herein. The Contract Documents do not violate or create a default under any instrument, agreement, order or decree binding on DBE. Article Vill. Contract Documents 8.1 All of the documents identified in Section 8.2 are intended to be coordinated so that any work called for in one and not mentioned in the other or vice versa is to be executed the same as if mentioned in all said documents.The documents constituting the complete DB Agreement are hereinafter collectively referred to as the "Contract Documents." 8.2 The "Contract Documents" comprise the following, including all changes, addenda and modifications thereto: • Agreement for Design/Build Services(this DIB Agreement) • General Conditions • Design Criteria (as described in the Letter Requesting a Proposal) • Design-Build Cost Proposal(as submitted by DBE in Exhibits and accepted by City) • Drawings and Technical Specifications (as submitted by DBE and approved by City pursuant to Article 1) • Worker's Compensation Certification • Fair Employment Practices Certification Performance Bond • Payment Bond • FFA Grant Application • FFA Grant Award • FFA Grant Requirements • Notice of Grant Award • Notice to Proceed — Design • Notice to Proceed—Construction • Approved Change Orders 8.3 The contract requirements for design and construction are as defined in the Contract Documents, unless otherwise specifically excluded, modified, or amended. Construction documents produced by DBE may serve as contract documents between DBE and its contractors but are an instrument for fulfilling this DIB Agreement's requirements as defined by the Contract Documents and do not replace them. 8.4 There are no Contract Documents other than those listed above in this Article VIII. Any reports or information provided regarding or pertaining to existing conditions, the Geotechnical Report if applicable, and other information supplied through these documents, are not Contract Documents. The Contract Documents may only be amended, modified or supplemented as provided in the General Conditions. Article IX. DBE's Contractors 9.1 DBE shall provide documentation satisfactory to City of DBE's contractors'experience and qualifications to construct the Work, including similar jobs performed in the last five years. 9.2 DBE's contractors shall possess a license in good standing from the California Contractors State License Board.. Article X. Miscellaneous 10.1 Definitions. Capitalized terms in this DIB Agreement and the attached General Conditions shall have the meaning defined in the Public-Private Partnership, Design/Build and Fiber Lease Agreement to which this DIB Agreement is attached and incorporated, unless otherwise defined herein. The term "Contract Documents" is defined in Article VIII of this DIB Agreement. 10.2 No liability of City Employees. No person signing this DIB Agreement for or on behalf of City or acting as an employee or representative of City, shall be held personally liable on this DIB Agreement, or upon any warranty of authority, or otherwise. 10.3 Allowances. The Contract Price includes all allowances(if any). 10.4 Governing Law. This DIB Agreement is executed in California and is intended to be performed in the State of California,and the laws of that State shall govern its interpretation and effect. 10.5 Dispute Resolution. Disputes and claims under this DIB Agreement are subject to the provisions in Sections 21 and 22 of the Public-Private Partnership, Design/Build and Fiber Lease Agreement. 10.6 Design Review. City shall have the right to timely and fully review all phases of DBE's design including, but not limited to, drawings, specifications, shop drawings, samples and submittals, as specked in the Contract Documents. Such review, approval and other action shall not relieve DBE of its responsibility for a complete design complying with the requirements of the Contract Documents; but rather, such review shall be in furtherance of City's monitoring and accepting the design as developed and issued by DBE,consistent with these Contract Documents. DBE's responsibility to design and construct the Ukiah Gigabit Fiber Project in conformance with the Contract Documents shall be absolute. 10.7 Ownership of Work. The parties acknowledge and agree that all documents, designs,and reports prepared by DBE under this D/B Agreement are works made for hire under 17 U.S.C. Section 201 and become the property of City upon creation. DBE must provide digital and hard copies of all deliverables as specified in Article III of this DIB Agreement. 10.8 Independent Contractor. DBE is an independent contractor and not an agent, employee, or representative of City. DBE assumes full responsibility for its employees, including compliance with federal and state tax and insurance requirements. DBE warrants that it is properly licensed and maintains its own office and staff. 10.9 Indemnification. DBE agrees to indemnify, defend and hold harmless the City and its officers, employees, and agents from and against any and all claims or damages arising from DBE's performance under the Contract Documents, except for those caused by the City's sole negligence or willful misconduct. Indemnification includes all defense costs, including, but is not limited to,the fees of attorneys, experts, investigators and consultants and any amounts awarded in any settlements, or by any judgments arising from claims related to the Contract Documents. DBE shall provide the City with any legal defense required by this section by qualified and experienced attorneys approved by City, such approval not to be unreasonably withheld. 10.10 Notices. Whenever written notice or document submission is required or permitted by this DIB Agreement, it shall be delivered by registered or certified mail, overnight courier, or attached to an email communication that requests a return receipt and which is acknowledged as received by the recipient, addressed or sent as follows: To the City: CITY OF UKIAH Attention:Andrea Trincado, Project Manager 300 Seminary Avenue Ukiah, CA 95482 Email: atrincado@cityofukiah.com With a copy of Notices to: CITY OF UKIAH Attention: City Manager 300 Seminary Avenue Ukiah, CA 95482 Email: Rsanr1ia ilttx IE�uklahx0M To Company: Vero Fiber Networks Attention: Sunita Krishna, Chief Executive Officer P.O. BOX 426 Gretna, NE 68028 To Email:shr+sbrg verofjhpr c.ogl; ebiagi@verofiber.com With a copy of Notices to: Evan Biagi, Chief Revenue Officer Either Party, by similar written notice, may change or add addresses to which Notices or documents shall be sent. 10.11 Interpretation. 1. The Parties acknowledge and agree that each has been given the opportunity to independently review this D/B Agreement with legal counsel, and/or has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions of the D/B Agreement. 2. In the event of a controversy or dispute between the Parties concerning the provisions herein, this document shall be interpreted according to the provisions herein and no presumption shall arise concerning the draftsmanship of such provision. 10.12 Integration. This D/B Agreement supersedes any and all agreements, either oral or in writing, between the Parties with respect to the subject matter herein. Each Party to this D/B Agreement acknowledges that no representation, statement or promise by any Party which is not embodied in the Public-Private Partnership, Design/Build and Fiber Lease Agreement and/or this D/B Agreement, shall be valid or binding on City or DBE. IN WITNESS WHEREOF, this DIB Agreement being executed in duplicate and the Parties having caused their names to be signed by authority of their duly authorized office this_oZ 3 '�� day of r off +� 025. CITY OF UKIAH, MENDOCINOOUNTY, CALIFORNIA By: SAGE ANGW O, CI Y MAN ER, CITY OF UKIAH Attest: KRISTINE LAWLER, CITY CLERK, CITY OF UKIAH COMPANY TELECOM, LLC Vero Fiber Networks, LLC, by its Chief Executive Officer Attest: Title: The foregoing DIB Agreement ' approved as to form and legality this day of ,20 crrY-AlkOFAEY, dITY F IAH ATTACHMENT GC CITY OF UKIAH GENERAL CONDITIONS FOR AGREEMENT FOR DESIGNIBUILD SERVICES UKIAH GIGABIT FIBER PROJECT PROJECT NO. 18472 TABLE OF CONTENTS PAGE GENERAL CONDITIONS SECTION 1.PROPOSAL REQUIREMENTS AND GENERAL CONDITIONS...........................................1 1-01. Definitions 1-02. Examinations Letter Requesting a Proposal,Any Amendments Thereto, and Site of Work 1-03. Identification of Subcontractors 1-04. General Provisions of the Standard Specifications 1-05. Addenda SECTION 2. SCOPE AND INTENT OF CONTRACT..............................................................................2 2-01. Effect of Inspection and Payments 2-02. Effect of Extension of Time 2-03. Extra Work 2-04. Assignment of DIB Agreement 2-05. Subcontractors 2-06. Interpretation of General Conditions and Drawings 2-07. Liability of City Officials 2-08. Dispute Resolution SECTION3. BONDS..............................................................................................................................3 3-01. Faithful Performance Bond 3-02. Material and Labor Bond 3-03. Defective Material and Workmanship Bond 3-04. Notification of Surety Companies SECTION 4. INSURANCE REQUIREMENTS AND INDEMNIFICATION.................................................4 4-01. Minimum Scope of Insurance 4-02. Minimum Limits of Insurance 4-03. Deductibles and Self-Insured Retentions 4-04. Other Insurance Provisions 4-05. Acceptability of Insurers 4-06. Verification of Coverage 4-07. Subcontractors 4-08. Indemnification SECTION 5. RESPONSIBILITIES AND RIGHTS OF DESIGN BUILD ENTITY........................................6 5-01. Legal Address of Design Build Entity 5-02. Office of Design Build Entity at Site 5-03. Attention to Work 5-04. Liability of Design Build Entity 5-05. Protection of Persons and Property 5-06. Protection of City Against Patent Claims 5-07. Protection of Design Build Entity's Work Property 5-08. Regulations and Permits 5-09. Construction Utilities 5-10. Approval of Design Build Entity's Plans 5-11. Suggestions to the Design Build Entity 5-12. Termination of Unsatisfactory Subcontracts 5-13. Preservation of Stakes and Marks 5-14. Assistance to Engineer 5-15. Removal of Condemned Materials and Structures 5-16. Proof of Compliance with D/B Agreement 5-17. Errors and Omissions 5-18. Cooperation 5-19. Right of Design Build Entity to Stop Work 5-20. Hiring and Dismissal of Employees 5-21. Wage Rates 5-22. Temporary Facilities 5-23. Public Convenience and Safety 5-24. Maintaining Traffic 5-25. Stream Pollution 5-26. Safety Requirements 5-27. Detection of Underground Utilities 5-28. Cleaning Up 5-29. Guaranty SECTION 6. RESPONSIBILITIES AND RIGHTS OF CITY.................................................................... 12 6-01. Authority of the Engineer 6-02, Inspection 6-03. Surveys 6-04, Rights-of-Way 6-05. Retention of Imperfect Work 6-06. Changes in the Work 6-07. Additional Drawings by City 6-08. Additional and Emergency Protection 6-09. Suspension of Work 6-10. Right of City to Terminate DIB Agreement 6-11. Use of Completed Portions 6-12. Right of City to Terminate DIB Agreement for Convenience SECTION 7. WORKMANSHIP, MATERIALS AND EQUIPMENT.......................................................... 16 7-01. General Quality 7-02. Quality in Absence of Detailed Specifications 7-03. Materials and Equipment Specified by Name 7-04. Source of Materials 7-05. Storage of Materials 7-06. Drawings, Samples and Tests SECTION 8. PROSECUTION OF WORK.............................................................................................. 17 8-01. Equipment and Methods 8-02. Time of Completion 8-03. Avoidable Delays 8-04. Unavoidable Delays 8-05. Notice of Delays 8-06. Extension of Time 8-07. Unfavorable Weather and Other Conditions 8-08. Saturday, Sunday, Holiday and Night Work 8-09. Hours of Labor SECTION9. PAYMENT........................................................................................................................ 18 9-01. Certification by Engineer 9-02. Progress Estimates and Payment 9-03. Substitution of Securities 9-04. Acceptance 9-05. Final Estimate and Payment 9-06. Delay Payments 9-07. Extra Work and Work Omitted 9-08. Compensation for Extra Work or Work Omitted 9-09. Compensation to City for Extension of Time 9-10. Liquidated Damages for Delay SECTION 10. MISCELLANEOUS.........................................................................................................22 10-01. Notice 10-02. Computation of Time 10-03 Claims Procedure 10-04. Litigation and Forum Selection 10-05. Waiver SECTION 11. GENERAL INFORMATION............................................................................................26 11-01. Location and Scope of Work 11-02. Business Licenses 11-03. Permits 11-04. Standard Specifications and Standard Plans 11-05. Fiber Splicing and Testing Standards,Specifications,and Procedures CERTIFICATES AND DOCUMENTS FAIR EMPLOYMENT PRACTICES CERTIFICATION 29 WORKER'S COMPENSATION CERTIFICATE 30 CERTIFICATE OF NONDISCRIMINATION IN EMPLOYMENT 31 LIST OF PROPOSED CONTRACTORS 32 PERFORMANCE BOND33 PAYMENT BOND 36 DIRECTIONS FOR PREPARATION OF PERFORMANCE AND MATERIAL AND LABOR BOND 38 DEFECTIVE MATERIAL AND WORKMANSHIP(MAINTENANCE)BOND 39 INSURANCE CERTIFICATES AND ENDORSEMENT FORM GENERAL CONDITIONS SECTION 1. PROPOSAL REQUIREMENTS AND GENERAL CONDITIONS 1-01. Definitions. Whenever any word or expression defined in this section, or pronoun used in its stead, occurs in these General Conditions, it shall have and is mutually understood to have the meaning given: a. "City of Ukiah"or"City"shall mean the City of Ukiah, Mendocino County, California, acting through its City Council or its designee. b. "Contract Drawings,""drawings,""plans"shall mean and include 1)all drawings or plans which may have been prepared by or on behalf of City, as a basis for proposals,when duly signed and made a part of the D/B Agreement by incorporation or reference, 2) all drawings and specifications prepared and submitted by the Design Build Entity pursuant to the terms of the DIB Agreement if and when approved by City and 3)all drawings submitted by City to the Design Build Entity during the progress of the Work as provided for herein. c. "Inspector" shall mean the engineering or technical inspector or inspectors duly authorized or appointed by City and limited to the particular duties entrusted to him or her or them. d. "Day" or"days," unless herein otherwise expressly defined, shall mean a calendar day or days of twenty-four hours each. e. "DIB Agreement" shall mean the Agreement for Design/Build Services between the City of Ukiah and Company to which these General Conditions are attached and incorporated. f. "Engineer" shall mean a person duly and officially appointed by City to perform the Engineer's duties specified in these General Conditions,acting personally or through agents or assistants duly authorized by him, such agents or assistants acting within the scope of the particular duties entrusted to them. g. "Notice to Proceed" shall mean the notice to DBE from City to commence construction of the Project, which shall issue immediately after the Public-Private Partnership, Design/Build and Fiber Lease Agreement and all required exhibits and attachments have been fully and properly executed by the Parties and are in the City's possession. h. "Project" shall mean the Ukiah Gigabit Fiber Project as defined in the Public-Private Partnership, Design/Build and Fiber Lease Agreement. i. "Work"shall mean the DBE's obligations set forth in Article 1 of the DB Agreement. j. Where "as shown," as indicated," "as detailed" or words of similar import are used, it shall be understood that reference to the Contract Drawings is made unless stated otherwise. k. Where "as directed," "as permitted," "approved" or words of similar import are used, it shall be understood that the direction, requirements,permission,approval or acceptance of City is intended unless stated otherwise. I. As used herein, "provide" or"install" shall be understood to mean "provide or install complete in place,"that is, "furnish and install.""Shall" is mandatory; "may" is permissive. 1-02. Examination of Letter Requesting a Proposal, Any Amendments Thereto, and Site of Work. DBE shall examine carefully the Letter Requesting a Proposal dated December 10, 2024, and any amendments thereto, General Conditions, Contract forms and the site of the Work. It will be assumed that DBE has investigated to its satisfaction the conditions to be encountered and the character, quality and requirements of all Plans,General Conditions,Standard Specifications, and Standard Plans involved. 1-03. General Provisions of the Standard Specifications. All provisions of the General Provisions, Sections 1 through 11 of the California Standard Specifications, shall be applicable to the DIB Agreement except as modified by these General Conditions. The California Standard Specifications are referenced in Section 11-04 of these General Conditions. SECTION 2. SCOPE AND INTENT OF D1B AGREEMENT 2-01. Effect of Inspection and Payments. Neither the inspection by the Engineer or an inspector, nor any order, measurement or approved modification, nor certificate or payment of money, nor acceptance of any part or whole of the Work, nor any extension of time, nor any possession by City or its agents, shall operate as a waiver of any provision of the DIB Agreement or of any power reserved therein to City, or of any right to damages thereunder; nor shall any breach of the DIB Agreement be held to be a waiver of any subsequent breach. All remedies shall be construed as cumulative. 2-02. Effect of Extension of Time. Any extension of time on account of delays which are avoidable delays shall in no way operate as a waiver on the part of City of its rights under the DIB Agreement. 2-03. Extra Work. If extra work orders are given in accordance with the provisions of the DIB Agreement, such work shall be considered a part hereof and shall be subject to each and all its terms and requirements. 2-05. Subcontractors. DBE shall be as fully responsible for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by them, as it is for the acts and omissions of persons directly employed by DBE. DBE shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to bind subcontractors to the terms of the DIB Agreement which are applicable to the work of subcontractors. Nothing contained in the DIB Agreement shall be construed to create or shall be relied upon to create any contractual relationship between any subcontractor and City and no action may be brought by any subcontractor against City based on the DIB Agreement. 2-06. Interpretation of General Conditions and Drawings. W h i I e t he General Conditions and the Contract Drawings are intended to be explanatory of each other,the DBE is responsible for all necessary planning, architectural, engineering, and all other design services of any type. Accordingly. any work indicated in the Contract Drawings and not in the General Conditions, or vice versa, is to be executed as if indicated in both. In case of a discrepancy or conflict between the Technical Specifications and Contract Drawings,the Technical Specifications shall govern.All work shown on the Contract Drawings,the dimensions of which are not figured, shall be accurately followed to the scale to which the drawings are made,but figured dimensions are in all cases to be followed,where given,though they differ from scaled measurements. Large scale drawings shall be followed in preference to small scale drawings.Should it appear that the work to be done,or any of the matters relative thereto,are not sufficiently detailed or explained in the DIB Agreement documents,including the Contract Drawings, DBE shall propose to City such further explanations as may be necessary and, upon City's written approval thereof shall conform thereto as part of the DIB Agreement. Any such clarification or interpretation shall not entitle DBE to an increase in the DIB Agreement price or contract time, DBE must comply with the written notice provisions of Sections 8-05 and 9-07 of these General Conditions. 2-07. Liability of City Officials. No city official, nor the Engineer, nor any authorized assistant of any of them, shall be personally responsible for any liability arising under the DIB Agreement. SECTION 3. BONDS 3-01. Faithful Performance Bond. As a part of the execution of the DIB Agreement, DBE shall furnish a bond of a surety company or other securities providing equivalent protection such as cash, letter of credit, or certificates of deposit, acceptable to City,conditioned upon the faithful performance of all covenants and stipulations under the DIB Agreement. The amount of the bond shall be 100 percent of the total Contract Price, as this sum is set forth in the DIB Agreement. This Faithful Performance Bond shall remain in place until the date of City's acceptance of the Notice of Completion as specified in Section 9-03 and recordation of the Notice of Completion with the County Recorder, unless earlier waived by City. 3-02. Payment Bond. As a part of the execution of the DIB Agreement,DBE shall furnish a bond of a surety company or other securities providing equivalent protection such as cash, letter of credit or certificates of deposit acceptable to City in a sum not less than 50 percent of the total Contract Price, as is set forth in the DIB Agreement, for the payment in full of all persons, companies or corporations who perform labor upon or furnish materials to be used in the Work under the DIB Agreement, in accordance with the provisions of Civil Code 9950 through 9566. Sections 3247 through 3252 inclusive of the Civil Code of the State of California and any acts amendatory thereof. 3-03. Defective Material and Workmanship Bond. As a condition precedent to the completion of the DIB Agreement, DBE shall furnish a bond of a surety company acceptable to City in an amount not less than 5 percent (5%) of the final Contract Price, to hold good for a period of one(1) year after the completion and acceptance of the Work, to protect City against the results of defective materials, workmanship and equipment during that time. This bond shall be delivered to City before the final payment under the DIB Agreement will be made. 3-04. Notification of Surety Companies. The surety companies shall familiarize themselves with all of the conditions and provisions of the DIB Agreement and they waive the right of special notification of any change or modification of the DIB Agreement or of extension of time, or decreased or increased work,or of the cancellation of the DIB Agreement, or of any other act or acts by City or its authorized agents, under the terms of the DIB Agreement; and failure to so notify the aforesaid surety companies of changes shall in no way relieve the surety companies of their obligation under the DIB Agreement. SECTION 4. INSURANCE REQUIREMENTS(WITH CONSTRUCTION RISKS) DBE shall procure and maintain for the duration of the DIB Agreement insurance 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 DBE, its agents, representatives, employees, or subcontractors. 4-01. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial Liability Coverage(occurrence form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3. Errors and Omissions liability insurance appropriate to the contractor's profession. Architects'and engineers' coverage is to be endorsed to include contractual liability. 4. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. 5. Course of Construction insurance covering for"all risks"of loss. 4-02. Minimum Limits of Insurance DBE shall maintain limits no less than: 1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this projectllocation or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $2,000,000 per accident for bodily injury and property damage. 3. Errors and Omissions: $2,000,000 per occurrence. If written on a claims-made basis, insurance coverage must cover claims filed within 3 years after contract work is completed. 4. Employer's Liability: $1,000,000 per accident for bodily injury and property damage. 5. Course of Construction: Completed value of the project with no co-insurance penalty provisions. 4-03. Deductibles and Self-insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by DBE and City.At the option of DBE and City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects DBE and City, and their officers, officials, employees and volunteers; or DBE shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4-04. Other Insurance Provisions The General liability_and automobile liability policies are to contain, or be endorsed to contain,the following provisions: 1. City, and its officers, officials, employees and volunteers are to be covered as Additional Insured with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of DBE; and with respect to liability arising out of work or operations performed by or on behalf of DBE including materials, parts or equipment fumished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the DBE's insurance, or as a separate owner's policy. 2. The workers' compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against City, its officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for City. 3. For any claims related to this project, DBE's insurance coverage shall be primary insurance as respects City, its officers, officials, employees or volunteers. Any insurance or self- insurance maintained by DBE and its officers, officials, employees or volunteers shall be excess of DBE's insurance and shall not contribute with it. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. 5. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b)of Section 2782 of Civil Code. 6. Course of Construction policies shall contain the following provisions: a.) City shall be named as loss payee. b.) The insurer shall waive all rights of subrogation against City. 4-05. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than the following: A++VII A-VIII A+VI I B++X AVII B+X 4-06. Verification of Coverage. DBE shall furnish City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements shall be on forms provided by City or on other than City's forms, provided those endorsements or policies conform to the requirements. All certificates and endorsements are to be received within 15 days from written notice of contract award, and the Work shall not commence until the certificates and endorsements have been approved by City. City reserves the right to require complete certified copies of all required insurance policies, including endorsements affecting the coverage required by this Section 4 at any time. 4-07. Subcontractors. DBE shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. SECTION 5. RESPONSIBILITIES AND RIGHTS OF DESIGN BUILD ENTITY 5-01. Legal Address of Design Build Entity. DBE's address given in the D/B Agreement is hereby designated as the place to which drawings, samples, notices, letters or other articles or communications to DBE shall be mailed or delivered. DBE's address named in the D/B Agreement may be changed at any time by notice in writing from DBE to City. 5-02. Office of Design Build Entity at Site. During the performance of this D/B Agreement, DBE shall maintain a suitable office at the site of the Work. DBE shall notify City of its location and office hours. 5-03. Attention to Work. DBE shall give its personal attention to and shall supervise the Work to the end that it shall be prosecuted faithfully, and when it is not personally present on the Work, it shall at all reasonable times be represented by a competent superintendent or foreman who shall receive and obey all instructions or orders given under the D/B Agreement and who shall have full authority to execute the same and to supply materials, tools and labor without delay. DBE shall be liable for the faithful observance of any instructions delivered to it or to its authorized representative. 5-04. Liability of Design Build Entity. DBE and its subcontractors shall do all the Work and furnish all labor, materials,tools and appliances, except as otherwise herein expressly stipulated, necessary or proper for performing and completing the Work herein required in the manner and within the time herein specified. The mention of any specific duty or liability imposed upon DBE shall not be construed as a limitation or restriction of any general liability or duty imposed upon DBE by the D/B Agreement, said reference to any specific duty or liability being made herein merely for the purpose of explanation. The right of general supervision by City shall not make DBE an agent of City and the liability of DBE for all damages to persons or to public or private property, arising from DBE 's execution of the Work, shall not be lessened because of such general supervision. Until the completion and final acceptance by City of all the Work under the D/B Agreement, the Work shall be under DBE's responsible care and charge. DBE shall rebuild, repair, restore and make good all injuries, damages,re-erections and repairs,occasioned or rendered necessary by causes of any nature whatsoever, excepting only acts of God and other Force Majeure Events, to all or any portions of the Work, except as otherwise stipulated. To the fullest extent permitted by law, DBE shall indemnify and hold harmless the City and its officers, directors, agents and employees from and against all claims, damages, losses and expenses including but not limited to attorneys' fees, costs of suit, expert witness fees and expenses and fees and costs of any necessary private investigators arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense(1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, other than the Work itself, including the loss of use resulting therefrom and(2)is caused in whole or in part by any act or omission of DBE,any subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder, or by the negligence or omission of a party indemnified herein. In any and all claims against the City or any of its agents or employees by any employee of DBE, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for DBE or any subcontractor under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit acts. The obligation to indemnify shall extend to and include acts of the indemnified party which may be negligent or omissions which may cause negligence. The City shall have the right to estimate the amount of such damage and to cause the City to pay the same and the amount so paid for such damage shall be deducted from the money due DBE under the DIB Agreement;or the whole or so much of the money due or to become due the DBE under the D/B Agreement as may be considered necessary by the City, shall be retained by the City until such suits or claims for damages shall have been settled or otherwise disposed of and satisfactory evidence to that effect furnished to the City. 5-05. Protection of Persons and Property. DBE shall furnish such watchman, guards, fences, warning signs, walks and lights as shall be necessary and shall take all other necessary precautions to prevent damage or injury to persons or property.All property line fences and improvements in the vicinity of the work shall be protected by DBE and, if they are injured or destroyed, they and any other property injured by DBE, its employees or agents, shall be restored to a condition as good as when it entered upon the work. 5-06. Protection of City Against Patent Claims. All fees, royalties or claims for any patented invention, article or method that may be used upon or in any manner connected with the work under the D/B Agreement shall be included in the price bid for the work and DBE and its sureties shall protect and hold City,together with all of its officers, agents, servants and employees, harmless against any and all demands made for such fees or claims brought or made on account of the D/B Agreement. DBE shall, if requested by City, furnish acceptable proof of a proper release from all such fees or claims. Should DBE, its agents, servants or employees, or any of them be enjoined from furnishing or using any invention,article,material or appliance supplied or required to be supplied or used under the D/B Agreement, DBE shall promptly substitute other articles, materials or appliance, in lieu thereof, of equal efficiency, quality, finish, suitability and market value and satisfactory in all respects to City. 5-07. Protection of DBE's Work Property. DBE shall protect its work,supplies and materials from damage due to the nature of the work, the action of the elements, trespassers, or any cause whatsoever under its control, until the completion and acceptance of the Work. Neither City nor any of its agents assumes any responsibility for collecting indemnity from any person or persons causing damage to the work of DBE. 5-08. Regulations and Permits. DBE shall secure and pay for all permits, give all notices and comply with all laws, ordinances, rules and regulations bearing on the conduct of the Work as drawn and specified. If DBE observes that the Plans and General Conditions are at variance therewith, it shall promptly notify the Engineer in writing and any necessary changes shall be adjusted as provided in the D/B Agreement for changes in the Work. DBE and any subcontractors shall each secure and maintain a valid City Business License. City will issue a no fee encroachment permit to DBE allowing it to perform work within City right of way or within City property after the Contract Documents have been executed and insurance certificates and endorsements have been approved by City. "9. Construction Utilities. DBE shall be responsible for providing for and in behalf of its work under the D/B Agreement,all necessary utilities, such as special connection to water supply,telephones, power lines, fences, roads, watchmen, suitable storage places, etc. 5-10. Approval of Design Build Entity's Plans. The approval by the Engineer of any drawing or any method of work proposed by DBE in accordance with Section 7-06 shall not relieve DBE of any of its responsibility for its errors therein and shall not be regarded as any assumption of risk or liability by City or any officer or employee thereof, and DBE shall have no claim under the D/B Agreement on account of the failure or partial failure or inefficiency of any plan or method so approved.Such approval shall be considered to mean merely that the Engineer has no objection to DBE's using, upon its own full responsibility, the plan or method approved. 5-11. Suggestions to the Design Build Entity. Any plan or method of work suggested by the Engineer to DBE, but not specified or required, if adopted or followed by DBE in whole or in part, shall be used at the risk and responsibility of DBE; and the Engineer and City shall assume no responsibility thereof. 5-12. Termination of Unsatisfactory Subcontracts. Should any subcontractor fail to perform in a satisfactory manner the work undertaken by him, such a subcontract shall be terminated immediately by DBE upon notice from City. 5-13. Preservation of Stakes and Marks. DBE shall carefully preserve benchmarks, reference points and stakes and in case of destruction it shall replace its stakes, reference points and benchmarks and shall be responsible for any mistakes that may be caused by their unnecessary loss or disturbance. 5-14. Assistance to Engineer. At the request of the Engineer DBE shall provide personnel from its force and tools, stakes and other materials to assist the Engineer temporarily in making measurements and surveys and in establishing temporary or permanent reference marks. Payment for such materials and assistance will be made as provided for under the caption "Extra Work," provided, however, that the cost of setting stakes and marks carelessly lost or destroyed by DBE's employees will be assessed to DBE. 5-15. Removal of Condemned Materials and Structures. DBE shall remove from the site of the Work, without delay, all rejected and condemned materials or structures of any kind brought to or incorporated in the Work, and upon its failure to do so, or to make satisfactory progress in so doing, within forty-eight (48) hours after the service of a written notice from City, the condemned material or work may be removed by City and the cost of such removal shall be taken out of the money that may be due or may become due DBE on account of or by virtue of the D/B Agreement. No such rejected or condemned material shall again be offered for use by DBE under the D/B Agreement. 5-16. Proof of Compliance with D/B Agreement. In order that City may determine whether DBE has complied with the requirements of the D/B Agreement,not readily enforceable through inspection and tests of the work and materials, DBE shall, at any time when requested, submit to City properly authenticated documents or other satisfactory proofs as to its compliance with such requirements. 5.17. Errors and Omissions. DBE is liable for any increased costs, delays or damage caused by errors or omissions in the plans, including, but not limited to, survey points and instructions or discrepancies between the plans and physical conditions of the locality. 5-18. Cooperation. DBE shall cooperate with all other contractors who may be performing work on behalf of City and workmen who may be employed by City, on any work in the vicinity of the work to be done under the D/B Agreement with the work of such contractors or workmen. DBE shall make good promptly, at its own expense,any injury or damage that may be sustained by other contractors or employees of City at its hands. Any difference or conflict which may arise between DBE and other contractors, or between DBE and workmen of City regarding their work, shall be adjusted and determined by City. If the work of DBE is delayed because of any acts or omissions of any other contractor or of City,such delay shall be considered an unavoidable delay under Section 8-04 of the General Conditions. 5-20. Hiring and Dismissal of Employees. DBE shall employ only such foremen,mechanics and laborers as are competent and skilled in their respective lines of work,and whenever the City shall notify DBE that any person on the work is, in its opinion, incompetent, unfaithful, intemperate or disorderly, or refuses to carry out the provisions of the DIB Agreement, or uses threatening or abusive language to any person on the work representing City, or is otherwise unsatisfactory, such person shall be discharged immediately from the work and shall not be re-employed upon it except with the consent of the City. 5-21. Wage Rates. DBE shall pay all mechanics and laborers employed or working upon the site of the work unconditionally and without subsequent deductions or rebate on any account the full amounts due at the time of payment at wage rates not less than those contained in the applicable prevailing wage determination, regardless of any contractual relationship which may be alleged to exist between DBE and subcontractors and such laborers and mechanics. 1. DBE shall comply with the California Labor Code Section 1775. In accordance with said Section 1775, DBE shall forfeit as a penalty to City, $50.00(or the higher minimum penalty as provided in Section 1775(B)(ii) — (iii)) for each calendar day or portion thereof, for each workman paid less than the stipulated prevailing rates for such work or craft in which such workman is employed for any work done under the DIB Agreement by him or her or by any subcontractor under him or her in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each workman for each calendar day or portion thereof for which each workman was paid less than the stipulated prevailing wage rate shall be paid to each workman by DBE. 2. Pursuant to the provision of Section 1770 of the Labor Code of the State of California, City has ascertained the general prevailing rate of wages(which rate includes employer payments for health and welfare, vacation, pension and similar purposes) applicable to the work to be done, for straight time work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining DIB Agreement of the particular craft, classification or type of workmen concerned. Copies of the General Prevailing Wage Determination are available on the Internet at web address: http://www.dir.ca.gov/DLSR/PWD DBE shall post the wage determination at the site of work in a prominent place where it can easily be seen by the workers. 3. City will not recognize any claim for additional compensation because DBE has paid any rate in excess of the prevailing wage rate obtained by DBE. The possibility of wage increases is one of the elements to be considered by DBE in determining its proposal and will not in any circumstances be considered as the basis for a claim against City. 4. The Labor Commissioner through the Division of Labor Standards Enforcement(DLSE)may at any time require contractors and subcontractors to furnish electronic certified payroll records directly to DLSE. Commencing with contracts awarded or after April 1, 2015, all contractors and subcontractors must furnish electronic certified payroll records directly to the DLSE. 5. Travel and Subsistence Payments. DBE shall make travel and subsistence payments to each workman needed to execute the work in accordance with the requirements in Section 1773.8 of the Labor Code(Chapter 880, Statutes of 1968). 6. Apprentices. Attention is directed to the provisions in Sections 1777.5(Chapter 1411,Statutes of 1968) and 1777.6 of the California Labor Code concerning the employment of apprentices by DBE or any of its contractors. DBE and any of its contractors shall comply with the requirements of said sections in the employment of apprentices. Information relative to apprenticeship standards,wage schedules and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. 5-22. Temporary Facilities. All temporary facilities are the responsibility of DBE. The removal of said facilities shall be the responsibility of DBE. DBE shall be responsible for any and all damages to existing facilities which are a result of the work. 5-23. Public Convenience and Safety. DBE shall conduct operations so as to cause the least possible obstruction and inconvenience to public traffic. DBE shall, at its expense, furnish such flag persons and furnish, erect, construct and maintain such fences, barriers, lights, signs, detours, pedestrian walkways, driveway ramps and bridging as may be necessary to give adequate warning to the public that work is in progress and that dangerous conditions exist, to provide access to abutting properties and to permit the flow of pedestrian and vehicular traffic to safely and expeditiously pass the work. 5-24. Maintaining Traffic. Attention is directed to Section 7-1.08, "Public Convenience," 7-1.09, "Public Safety," 7-1.092, "Lane Closure,"and 7-1.095, "Flagging Costs," of the California Standard Specifications. Streets shall be open to through vehicular traffic during non-working hours.All public traffic shall be permitted to pass through the work with as little inconvenience and delay as possible. DBE shall submit a detailed and specific traffic control plan for a minimum of seven days in advance of the work being performed. The traffic control plan will be subject to review and approval as part of the conditions of the Encroachment Permit issued by City's Director of Public Works for work in the public right of way pursuant to Ukiah Code Sections 5600 et seq. and Sections 2400 et seq. Full costs for "Maintaining Traffic," including "Flagging Costs,"shall be considered as included in the various items of work and no additional compensation will be made. 5-25. Stream Pollution. DBE shall exercise every reasonable precaution to prevent muddying or silting of live streams, and the terms of the DIB Agreement do not relieve DBE of responsibility for compliance with Sections 5650 and 12015 of the Fish and Game Code or other applicable statutes relating to pollution prevention or abatement. 5-26. Safety Requirements. DBE shall comply with all pertinent provisions of the Department of Labor "Safety and Health Regulations for Construction (29 FCS Part 1518, 36 CFR 7340)," with additions or modifications thereto, in effect during construction of the Project. 5-27. Detection of Underground Utilities. DBE is responsible for identifying and locating all underground utilities prior to commencing any excavation or digging activities. DBE shall coordinate with utility service providers and utilize approved underground utility detection services, such as "Call 811" or equivalent, to ensure all utilities are accurately marked and identified. DBE shall take all necessary precautions to prevent damage to underground utilities and shall be liable for any damage caused due to failure to locate or protect such utilities. 5-28. Cleaning Up. DBE shall not allow the site of the Work to become littered with trash and waste material, but shall maintain the same in a neat and orderly condition throughout the construction period. The Engineer shall have the right to determine what is or is not waste material or rubbish and the place and manner of disposal. On or before the completion of the Work, DBE shall without charge carefully clean out all pits, pipes, chambers or conduits and shall tear down and remove all temporary structures built by it and shall remove rubbish of any kind from any of the grounds which it has occupied and leave them in first class condition. 5-29. Guaranty. All work shall be guaranteed for a period of one year from the date of acceptance by City. DBE shall promptly make all needed repairs arising out of defective materials,workmanship and equipment. City is hereby authorized to make such repairs if within ten days after sending a notice in writing to DBE, DBE shall neglect to make or undertake with due diligence the aforesaid repairs, provided, however, that in case of an emergency where, in the opinion of City delay would cause serious loss or damage, repairs may be made without notice being sent to DBE and DBE shall pay the costs thereof. Pursuant to the provisions of Section 3-03 of these General Conditions, DBE shall furnish a Defective Material and Workmanship Bond in an amount not less than 5 percent of the final Contract Price,which shall be effective for a period of one(1)year after the completion and acceptance of the Work. SECTION 6. RESPONSIBILITIES AND RIGHTS OF CITY 6-01. Authority of the Engineer. All work done under the D/B Agreement shall be done in a workmanlike manner and shall be performed to the reasonable satisfaction of the City. The DBE shall have general supervision of all work included hereunder and shall (1) decide questions relative to the true construction, meaning and intent of the Special Provisions and Drawings; (2) initially determine the amount, quality, acceptability and fitness of the several kinds of work and materials which are to be paid for under the D/B Agreement, (3)decide questions which may arise relative to the classifications and measurements of quantities and materials and the fulfillment of this contract and(4)shall have the power to reject or condemn work or material which do not conform to the terms of the D/B Agreement. These decisions are subject to review by the Engineer within fifteen (15) days after the Engineer receives written notice thereof from the DBE. The Engineer shall determine whether to concur in or dispute the DBE's written decision. The Engineer's concurrence or his/her failure to act within the time required by this Section 6-01shall be a condition precedent to progress or other payments hereunder and the right of DBE to receive, demand, or claim any money or other compensation under the D/B Agreement. The Engineer's timely written disapproval or failure of the Engineer to make a written decision within the time required herein is a condition precedent to a DBE appeal for arbitration or for judicial relief. Whenever the Engineer shall be unable to act,in consequence of absence or other cause,then such person(s)as the Engineer or City shall designate, shall perform any and all of the duties and be vested with any or all of the powers herein given to the Engineer. 6-02. Inspection. City will provide engineering personnel for the inspection of the work. The Engineer and his or her representatives shall at all times have access to the work whenever it is in preparation or progress and DBE shall provide proper facilities for such access and inspection. If the General Conditions, the Engineer's instruction, laws, ordinances, or any public authority require any work to be specially tested or approved, DBE shall give the Engineer timely notice of its readiness for inspection and, if the inspection is by an authority other than the Engineer, of the date fixed for such inspection. Inspections by the Engineer shall be promptly made at the source of supply where practicable. If any work shall be covered up without approval or consent of the Engineer, it must, if required by the Engineer, be uncovered for examination and properly restored at DBE's expense. Re-examination of any work may be ordered by the Engineer and, if so ordered, the work must be uncovered by DBE. If such work is found to be in accordance with the Contract Documents, City shall pay the cost of re-examination and replacement. If such work is not in accordance with the Contract Documents, DBE shall pay such cost. Properly authorized and accredited inspectors shall be considered to be the representatives of City limited to the duties and powers entrusted to them. It will be their duty to inspect materials and workmanship of those portions of the work to which they are assigned, either individually or collectively, under instructions of the Engineer, and to report any and all deviations from the Drawings, General Conditions and other D/B Agreement provisions which may come to their notice.Any inspector may be considered to have the right to order the work entrusted to his or her supervision stopped, if in his or her opinion such action becomes necessary, until the Engineer is notified and has determined and ordered that the work may proceed in due fulfillment of all contract requirements 6-03. Surveys. DBE shall furnish all land surveys, establish all base lines and benchmarks and make sufficient detailed surveys needed for working points, lines and elevations. DBE shall develop all slope stakes and batter boards. DBE shall also develop all additional working points, lines and elevations as it may desire to facilitate its methods and sequence of construction. 6-04. Rights-of-Way. City will provide all necessary rights-of-way and easements in or beneath which work will be performed by DBE under the D/B Agreement. 6-05. Retention of Imperfect Work. If any portion of the work done or material furnished under the D/B Agreement shall prove defective and not in accordance with the Plans and General Conditions, and if the imperfection in the same shall not be of sufficient magnitude or importance to make the work dangerous or undesirable, the Engineer shall have the right and authority to retain such work instead of requiring the imperfect work to be removed and reconstructed, subject to such deductions therefor in the payments due or to become due DBE as may be just and reasonable. 6-06. Changes in the Work. The Engineer shall have the right, in writing, to order additions to, omissions from, or corrections, alterations and modifications in the line, grade, form, dimensions, plan, or kind or amount of work or materials herein contemplated, or any part thereof, either before or after the beginning of construction. However, the arithmetical sum of the cost to DBE of additions and subtractions from the work under the D/B Agreement shall not exceed $10,000, unless based upon a supplementary written agreement of the Parties to be made therefor. The order of such additions, omissions, corrections, alterations and modifications shall be in writing and signed by the Engineer and, in order, shall then be binding upon DBE. DBE shall proceed with the work as changed and the value of such change shall be determined as provided for in Section 9-07 of these General Conditions. Such alterations shall in no way affect, vitiate, or make void the D/B Agreement or any part thereof, except that which is necessarily affected by such alterations and is clearly the evident intention of the Parties to the D/B Agreement. 6-07. Additional Drawings by City. The drawings made a part of the D/B Agreement at the time of its execution are intended to be used by the DBE in preparing the construction drawings and specifications, but the DBE is responsible for determining their accuracy and conducting such investigation as it deems necessary to create accurate and reliable drawings and specifications. The DBE shall furnish such additional drawings from time to time during the progress of the work as necessary to make clear or to define in greater detail the intent of the General Conditions and the Contract Drawings and DBE shall make his or her work conform to all such drawings. 6-08. Additional and Emergency Protection. Whenever, in the reasonable opinion of the Engineer, DBE has not taken sufficient precautions for the safety of the public or the protection of the works to be constructed under the DIB Agreement, or of adjacent structures or property which may be injured by the processes of construction on account of such neglect, and whenever, in the opinion of the Engineer, an emergency shall arise and immediate action shall be considered necessary in order to protect public or private, personal or property interest, then and in that event, the Engineer, with or without notice to DBE, may provide suitable protection to the said interests by causing such work to be done and such material to be furnished as shall provide such protection as the Engineer may consider necessary and adequate. The cost and expense of such work and material so furnished shall be borne by DBE and, if the same shall not be paid on presentation of the bills therefore,then such costs shall be deducted from any amounts due or to become due DBE. The performance of such emergency work under the direction of the Engineer shall in no way relieve DBE from any damage which may occur during or after such precaution has been taken by the Engineer, 6-09. Suspension of Work. City may at any time suspend the work or any part thereof by giving five (5) days'written notice to DBE. The work shall be resumed by DBE within ten (10)days after the date fixed in the written notice from City to DBE so to do. City shall reimburse DBE for expenses incurred by DBE in connection with the work under the D/B Agreement because of such suspension.Any such work stoppage shall be considered an unavoidable delay under Section 8-04 of the General Conditions. If the work, or any part thereof, shall be stopped by the notice in writing aforesaid and if City does not give notice in writing to DBE to resume work at a date within ten(10)days of the date fixed in the written notice to suspend, then DBE may abandon that portion of the work so suspended and it will be entitled to the estimates and payments for all work done on the portions so abandoned, if any, plus fifteen (15)percent of the value of the work so abandoned, to compensate for loss of overhead, plant expense and anticipated profit. 6-10. Right of City to Terminate D1B Agreement. If DBE should be adjudged a bankrupt, or 9 it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, or if it should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided,to supply sufficient properly skilled workmen or proper materials, or if it should persistently or without good cause fail to make prompt payments to subcontractors or for material or labor, or persistently disregard laws, ordinances or the instructions of the Engineer, or otherwise be guilty of a substantial violation of any material provision of the DIB Agreement, then City, upon the certificate of the Engineer that sufficient cause exists to justify such action, may, without prejudice to any other right or remedy and after giving DBE seven days written notice, terminate the employment of DBE and take possession of the premises and of all materials, tools and appliances and finish the work by whatever method City may deem expedient. In such case, DBE shall not be entitled to receive any further payment until the work is finished.If the unpaid balance of the Contract Price shall exceed the expense of finishing the work, including compensation for additional managerial and administrative services, such excess shall be paid to DBE. If such expense exceeds such unpaid balance, DBE shall pay the difference to City. The expense incurred by City as herein provided and the damage incurred through DBE's default, shall be certified by the Engineer. In the event that a termination under this section is determined to be improper, such termination shall be deemed a constructive termination for convenience taken pursuant to section 6- 12 below. 6-11. Use of Completed Portions. City shall have the right to take possession of and use any completed or partially completed portions of the work, notwithstanding the time for completing the entire work or such portions which may not have expired; but such taking possession and using shall not be deemed an acceptance of any work not completed in accordance with the Contract Documents. If such prior use increases the cost of or delays the work, DBE shall be entitled to extra compensation, or extension of time, or both as the Engineer may determine, subject to dispute resolution pursuant to Section. 6-12. Right of City to Terminate Contract for Convenience. The City may terminate performance of the work called for by the contract documents in whole or,from time to time, in part, if the City determines that a termination is in the City's best interest. The Design Build Entity shall terminate all or any part of the work upon delivery to the Design Build Entity of a notice of termination specifying that the termination is for the convenience of the City, the extent of termination, and the effective date of such termination. After receipt of notice of termination, and except as directed by the Engineer, the Design Build Entity shall, regardless of any delay in determining or adjusting any amounts due under this termination for convenience clause, immediately proceed with the following obligations: Stop work as specified in the notice. Complete any work specked in the notice of termination in a least cost/shortest time manner while still maintaining the quality called for under the contract documents. Leave the property upon which the Design Build Entity was working and upon which the facility(or facilities) forming the basis of the contract documents is situated in a safe and sanitary manner such that it does not pose any threat to the public health or safety. Terminate all subcontracts to the extent that they relate to the portions of the work terminated. Place no further subcontracts or orders, except as necessary to complete the continued portion of the contract. Submit to the Engineer, within ten (10) calendar days from the effective date of the notice of termination, all of the usual documentation called for by the contract documents to substantiate all costs incurred by the Design Build Entity for labor, materials and equipment through the effective date of the notice of termination. Any documentation substantiating costs incurred by the Design Build Entity solely as a result of the City's exercise of its right to terminate this Contract pursuant to this clause,which costs the Design Build Entity is authorized under the contract documents to incur, shall: (1) be submitted to and received by the Engineer no later than 30 calendar days after the effective date of the notice of termination; (2)describe the costs incurred with particularity; and(3)be conspicuously identified as "Termination Costs occasioned by the City's Termination for Convenience."Termination of the contract shall not relieve Surety of its obligation for any just claims arising out of or relating to the work performed. In the event that the City exercises its right to terminate this contract pursuant to this clause,the City shall pay the Design Build Entity, upon the Design Build ntity's submission of the documentation required by this clause and other applicable provisions of the contract documents, the following amounts: All actual reimbursable costs incurred according to the provisions of this contract. A reasonable allowance for profit on the cost of the Work performed, provided Design Build Entity establishes to the satisfaction of the Engineer that it is reasonably probable that Design Build Entity would have made a profit had the contract been completed and provided further, that the profit allowed shall in no event exceed fifteen (15%) percent of the costs. A reasonable allowance for Design Build Entity's administrative costs in determining the amount payable due to termination of the contract under this Article. Notwithstanding any other provision of this Section,when immediate action is necessary to protect life and safety or to reduce significant exposure or liability, City may immediately order DBE to cease work on the Project until such safety or liability issues are addressed to the satisfaction of City or the D/B Agreement is terminated. SECTION 7. WORKMANSHIP,MATERIALS AND EQUIPMENT 7-01. General Quality. Materials and equipment shall be new and of a quality equal to that specified or approved. Work shall be done and completed in a thorough and workmanlike manner. 7-02. Quality in Absence of Detailed Specifications. Whenever under the DIB Agreement it is provided that DBE shall furnish materials or manufactured articles or shall do work for which no detailed specifications are set forth, the materials or manufactured articles shall be of the best grade in quality and workmanship obtainable in the market from firms of established good reputation, or, if not ordinarily carried in stock, shall conform to the usual standards for first-class materials or articles of the kind required, with due consideration of the use to which they are to be put. In general, the work performed shall be in full conformity and harmony with the intent to secure the best standard of construction and equipment of the work as a whole or in part. 7-03. Materials and Equipment Specified by Name. Whenever any material or equipment is indicated or specified by patent or proprietary name or by the name of the manufacturer, such specification shall be considered as used for the purpose of describing the material or equipment desired and shall be considered as followed by the words"or approved equal."The DBE may use any material or equipment which shall be equal in every respect to that specified. 7-04. Source of Materials. Price, fitness and quality being equal, preference shall be given by DBE for supplies grown, manufactured or produced in the State of California and, next, for such products partially produced in this State in accordance with Government Code Section 4332. 7-05. Storage of Materials. Materials shall be so stored to ensure the preservation of their quality and fitness for the work. They shall be so located and disposed that prompt and proper inspection thereof may be made. 7-06. Drawings, Samples and Tests. As soon as possible after execution of the DIB Agreement, DBE shall submit to the Engineer, in digital format, sufficient information including, if necessary, assembly and detail drawings to demonstrate fully that the equipment and materials to be furnished comply with the provisions and intent of these General Conditions and Drawings. If the information thus submitted indicates the equipment or materials is acceptable, the Engineer will return one copy stamped with its approval; otherwise, one copy will be returned with an explanation of why the equipment or material is unsatisfactory. The DBE shall have no claims for damages or for extension of time on account of any delay due to the revision of drawings or rejection of material. Fabrication or other work performed in advance of approval shall be done entirely at DBE's risk. After approval of equipment or material, DBE shall not deviate in any way from the design and specifications given without the written consent of City. When requested by the Engineer,a sample or test specimens of the materials to be used or offered for use in connection with the work shall be prepared at the expense of DBE and furnished by it in such quantities and sizes as may be required for proper examination and tests, with all freight charges prepaid and with information as to their sources. All samples shall be submitted before shipment and in ample time to permit the making of proper tests, analyses, or examination before the time at which it is desired to incorporate the material into the work.All tests of materials furnished by DBE shall be made by City. Samples shall be secured and tested whenever necessary to determine the quality of the material. SECTION 8. PROSECUTION OF WORK 8-01. Equipment and Methods. The Work under the D/B Agreement shall be prosecuted with all materials, tools, machinery, apparatus and labor and by such methods as are necessary to the complete execution of everything described or shown. If at any time before the beginning or during the progress of the work, any part of DBE's plant or equipment, or any of its methods of execution of the work, appear to the Engineer to be unsafe, inefficient, or inadequate to insure the required quality or the rate of progress of the work, City may order DBE to increase or improve its facilities or methods and DBE shall comply promptly with such orders; but, neither compliance with such orders nor failure of the Engineer to issue such orders shall relieve DBE from its obligation to secure the degree of safety, the quality of the work and the rate of progress required of DBE. DBE alone shall be responsible for the safety, adequacy and efficiency of its plant, equipment and methods. 8-02. Time of Completion. DBE shall promptly begin the work under the D/B Agreement as soon as a Notice to Proceed has been issued by City, and shall complete and make ready for full use all portions of the project made the subject of the D/B Agreement within the time set forth in the D/B Agreement, 8-03. Avoidable Delays. Avoidable delays in the prosecution or completion of the work shall include all delays which could have been avoided by the exercise of care, prudence, foresight and diligence on the part of DBE and/or City. Avoidable delays within the meaning of the D/B Agreement include delays in the prosecution of parts of the work, which may in themselves be unavoidable, but do not prevent or delay the prosecution of other parts of the work nor the completion of the whole work within the time herein specified. 8-04. Unavoidable Delays. Unavoidable delays in the prosecution or completion of the Work under the D/B Agreement shall include all delays which may result through cause beyond the control of DBE and which it could not have provided against by the exercise of care, prudence, foresight and diligence. Orders issued by City changing the amount of work to be done, the quantity of material to be furnished or the manner in which the work is to be prosecuted,and interruptions as may occur in the prosecution of the work on account of the interference of other contractors employed by City despite advance coordination by the City and DBE for the respective parallel work efforts, will be considered unavoidable delays, so far as they interfere with DBE's completion of the whole of the Work. Portions of the Work for which City is responsible for completing include: a two-week timeframe will be allotted for the review of design plans, and a nine-month timeframe will be allotted for City to complete the Pale Replacement Project(a separately bid construction project that will be built before the installation of the City Network on the poles to be replaced), beginning with the approval of design plans and O-Calcs and ending with the Notice of Completion for the Pole Replacement Project. Should City take additional time to complete this work, DBE's liability for any delay damages under Section 4.2 of the D/B Agreement, or for any other financial or other penalties, shall be prorated or eliminated accordingly. Delays due to normally adverse weather conditions will not be regarded as unavoidable delays. However, Force Majeure Events, including but not limited to truly abnormal amounts of rainfall, temperatures or other weather conditions for the location of the work and time of year will be considered as unavoidable delays if those conditions necessarily cause a delay in the completion of the work. 8-05. Notice of Delays. Whenever DBE foresees any delay in the prosecution of the Work and, in any event, immediately upon the occurrence of any delay, it shall notify City in writing of the probability of the occurrence of such delay and its cause, in order that City may take immediate steps to prevent, if possible, the occurrence or continuance of the delay, or, if this cannot be done, may determine how long the delay will continue and to what extent the prosecution and completion of the Work are to be delayed thereby. 8-06. Extension of Time. Should any delays occur which the Engineer may consider unavoidable, as herein defined, DBE shall, pursuant to its application and subject to the City being granted an extension of time from the FFA grant, be allowed an extension of time proportional to said delay ordelays,beyond the time herein set forth, in which to complete the D/B Agreement; and liquidated damages for delay shall not be charged against DBE by City during an extension of time granted because of unavoidable delay or delays. 8-07. Unfavorable Weather and Other Conditions. During unfavorable weather and other conditions, DBE shall pursue only such portions of the work as shall not be damaged thereby. No portions of the work whose satisfactory quality or efficiency will be affected by any unfavorable conditions shall be constructed while these conditions remain, unless, by special means or precautions approved by the Engineer, DBE shall be able to overcome them. 8-08. Saturday, Sunday, Holiday and Night Work. No work shall be done between the hours of 6 p.m. and 7 a.m., nor on Saturdays, Sundays or legal holidays except such work as is necessary for the proper care and protection of work already performed, or except in cases of absolute necessity, and in any case only with the permission of the Engineer. It is understood, however,that night work may be established as a regular procedure by DBE if it first obtains the written permission of the Engineer and that such permission may be revoked at any time by the Engineer if DBE fails to maintain at night adequate force and equipment for reasonable prosecution and to justify inspection of the work. 8-09. Hours of Labor. Eight (8) hours of labor shall constitute a legal day's work and DBE or any subcontractor shall not require or permit more than eight hours of labor in a day from any person employed by him or her in the performance of the work under the D/B Agreement, unless paying compensation for all hours worked in excess of eight(8)hours per day at not less than 1Y2 times the basic rate of pay. DBE shall forfeit to City, as a penalty, the sum of twenty-five dollars ($25.00) for each workman employed in the execution of the contract by him or her or by any subcontractor,for each calendar day during which such laborer, workman, or mechanic is required or permitted to labor more than eight hours in violation of the provisions of Section 1810 to 1816, inclusive, (Article 3, Chapter 1, Part 7, Division 2)of the Labor Code of the State of California and any acts amendatory thereof. SECTION 9. PAYMENT 9-01. Certification by Engineer. All payments under the D/B Agreement shall be made upon the presentation of certificates in writing from the Engineer and shall show that the work covered by the payments has been done and the payments thereof are due in accordance with the D/B Agreement. 9-02. Progress Estimates and Payment. The Engineer shall, within the first seven (7) days of each month, make an estimate of the value of the work performed in accordance with the D/B Agreement during the previous calendar month. The first estimate shall be of the value of the work satisfactorily completed in place and meeting the requirements of the D/B Agreement. And every subsequent estimate, except the final estimate, shall be of the value of the work satisfactorily completed in place since the last preceding estimate was made; provided, however, that should DBE fail to adhere to the program of completion fixed in the D/B Agreement, the Engineer shall deduct from the next and all subsequent estimates the full calculated accruing amount of the liquidated damages to the date of said estimate, until such time as the compliance with the program has been restored. The estimate shall be signed by the Engineer, and, after approval, City shall pay or cause to be paid to DBE in the manner provided by law, an amount equal to 95 percent of the estimated value of the work satisfactorily performed and complete in place. 9-03. Acceptance. Final Completion shall be determined by City after DBE notifies City in writing of all construction work being completed and supplies all testing results confirming the integrity of fiber network splices; at that time,the Engineer will conduct a personal inspection to reasonably satisfy himself as to the actual completion of the work in accordance with the terms of the D/B Agreement and shall thereupon prepare a Notice of Completion and recommend its acceptance by the City Council. The work must be accepted by vote of the City Council when the whole shall have been completed satisfactorily. Upon City's acceptance, and consent of surety, if any, City shall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract. Warranties required by the D/B Agreement shall commence on the date of the Completion of the Work. The operation and maintenance of the system will transfer to DBE on the date that City Council approves the Notice of Completion. 9-04. Final Estimate and Payment. The Engineer shall, as soon as practicable after the final acceptance of the work done under the DIB Agreement, make a final estimate of the amount of work done thereunder and the value thereof. Such final estimate shall be signed by the Engineer, and after approval, City shall pay or cause to be paid to the DBE, in the manner provided by law, the entire sum so found to be due hereunder, after deducting therefrom all previous payments and such other lawful amounts as the terms of the DIB Agreement prescribe. In no case will final payment be made in less than thirty-five (35) days after the filing of the Notice of Completion with the County Recorder. 9-05. Delay Payments. Should any payment due DBE or any estimate be delayed, through fault of City beyond the time stipulated, such delay shall not constitute a breach of contract or be the basis for a claim for damages, but City shall pay DBE interest on the amount of the payment at the rate of 6 percent per annum for the period of such delay. The terms for which interest will be paid shall be reckoned, in the case of any monthly or progress payment,from the twentieth day of the month next succeeding the month in which the work was performed to the date of payment of the estimate; and in the case of the final estimate, from the forty-fifth day after acceptance to the date of payment of the final estimate. The date of payment of any estimate shall be considered the day on which the payment is offered or mailed as evidenced by the records of the Treasurer of City. If interest shall become due on any delayed payment, the amount thereof, as determined by City, shall be added to a succeeding payment. If the interest shall become due on the final payment, it shall be paid on a supplementary voucher to interest or any sum or sums which, by the terms of the DIB Agreement, City is authorized to reserve or retain. 9-06. Extra Work and Work Omitted. Whenever corrections, alterations, or modifications of the Work under the DIB Agreement ordered by the Engineer and approved by City increase the amount of work to be done, such added work shall be known as "extra work"; and when such corrections, alterations, or modifications decrease the amount of work to be done, such subtracted work shall be known as "work omitted". When DBE considers that any changes ordered involve extra work, it shall immediately notify the Engineer in writing and subsequently keep him or her informed as to when and where extra work is to be performed and shall make claim for compensation therefor each month not later than the first day of the month following that in which the work claimed to be extra work was performed and it shall submit a daily complete statement of materials and labor used and expenses incurred on account of extra work performed, showing allocation of all materials, labor and expenses. All such claims shall state the date of the Engineer's written order and the date of approval by City authorizing the work on account of which claim is made. Unless such notification is made in writing within the time specified and unless complete statements of materials used and expenses incurred on account of such extra work are furnished as above required, DBE shall not be entitled to payment on account of extra work and DBE shall be deemed to have waived the right to make any future claims for compensation for such extra work. When changes decrease the amount of work to be done, they shall not constitute a claim for damages on account of anticipated profits on the work that may be omitted. 9-07. Compensation for Extra Work or Work Omitted. Whenever corrections, additions,or modifications in the work under the DIB Agreement change the amount of work to be done or the amount of compensation due DBE, excepting increases or decreases in contract items having unit contract prices for each measurable quantity installed in place,and such changes have been ordered in writing by the Engineer and approved by City prior to DBE performing the extra work, then a price shall be agreed upon. This method of determining the price of work shall not apply to the performance of any work which is required or reasonably implied to be performed or furnished under the D/B Agreement. 9-08. Compensation to City for Extension of Time. In case the work called for under the DIB Agreement is not completed within the time limit stipulated herein, City shall have the right as provided hereinabove, to extend the time of completion thereof. If the time limit be so extended, City shall have the right to charge to DBE and to deduct from the final payment for the work the actual cost to City of engineering, inspection, superintendence and other overhead expenses which are directly chargeable to the DIB Agreement and which accrue during the period of such extension, except that the cost of final unavoidable delays shall not be included in such charges. 9-09. Damages for Delay. City and DBE recognize that time is of the essence of the DIB Agreement and that City may suffer financial loss in the form of loss of grant funding,and additional contract administration expenses (including project management and consultants' expenses), delay and loss of public use, if the Work is not completed within the time specified in Paragraph 4.1.2 of the DIB Agreement plus any extensions thereof allowed in accordance with the Contract Documents. In such a case, DBE shall make payment to City a sum to compensate for actual damage, limited to any required repayment of grant funds lost due to the delay and any costs associated with third party consultants contracted with City to support the project caused by avoidable delays, as identified in Section 8-03 above. SECTION 10. MISCELLANEOUS 10-01. Computation of Time. When any period of time is referred to in the Contract Documents by days, it shall be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation. 10-02. Waiver. DBE shall strictly comply with all notices and other DIB Agreement requirements.Waiver by City of any failure of DBE to comply with any term of the DIB Agreement, including the notice provisions, shall not be deemed a waiver of a subsequent breach. 10-03. Order of Precedence in Case of Conflict Among Documents. In case of discrepancy or conflict between the Public-Private Partnership, Design/Build and Fiber Lease Agreement,the DIB Agreement, and these General Conditions, the order of precedence from the highest to lowest is as follows: 1. The Public-Private Partnership, Design/Build and Fiber Lease Agreement 2. The DIB Agreement 3.These General Conditions SECTION 11. GENERAL INFORMATION 11-01. Location and Scope of Work. All of the Work to be performed is within City and consists of the Work described in Article I of the DIB Agreement. 11-02. Standard Specifications and Standard Plans. The Standard Specifications and Standard Plans of the California State Department of Transportation, 2018, are hereby made a part of these General Conditions and are herein referred to as "California Standard Specifications" and "California Standard Plans." Whenever in the California Standard Specifications and the California Standard Plans the following terms are used, they shall be understood to mean and refer to the following: Department of Transoortation-The City Council. Director of Public Works-The City of Ukiah Director of Public Works. Engineer-The Engineer, designated by the City Council, acting either directly or through properly authorized agents, such agents acting within the scope of the particular duties entrusted to them. Laboratory-The designated laboratory authorized by the City of Ukiah to test materials and work involved in the DIB Agreement. State-The City of Ukiah Other terms appearing in the California Standard Specifications and the California Standard Plans shall have the intent and meaning specified in Section I, Definition of Terms of the California Standard Specifications. 11-03. Fiber Splicing and Testing Standards, Specifications, and Procedures. The fully constructed Dark Fiber Backbone will be subject to testing to ensure the integrity of splice connections. All test results shall pass prior to the project being certified for Final Completion. Fiber Splicing and Testing shall conform with the procedures and standards contained in Exhibit C to the Public-Private Partnership, Design/Build and Fiber Lease Agreement. FAIR EMPLOYMENT PRACTICES CERTIFICATION TO The Design Build Entity hereby certifies that it has or will meet the standards of affirmative compliance with the Fair Employment Practices requirements of the General Conditions contained herein. CITY OF UKIAH GIGABIT FIBER PROJECT (Signature) :5k�'''' ' Business vC'C> Mailing Address; Business Location: WORKERS COMPENSATION CERTIFICATE The Design Build Entity is aware of the provisions of Section 3700 of the Labor Code,which require every employer to be insured against liability for Worker's Compensation or undertake self- insurance in accordance with the provisions of that code, and will comply with such provisions before commencing the performance of the Work of the DIB Agreement. CERTIFICATION OF NONDISCRIMINATION IN EMPLOYMENT The Design Build Entity represents that if it has participated in any previous contract or subcontract subject to the equal opportunity clause in Section 301 of Executive Order 10926, it has filed with the Joint Reporting Committee, the Deputy Assistant Secretary or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements.. Signature and address of proposer. Date (This certification shall be executed by the Design Build Entity in accordance with Section 60-1.6 of the Regulations of the President's Committee on Equal Employment Opportunity for implementing Executive Orders 10925 and 11114.) Signature and address of proposer: Date (This certification shall be executed by the Design Build Entity in accordance with Section 60-1.6 of the Regulations of the President's Committee on Equal Employment Opportunity for implementing Executive Orders 10925 and 11114.) CITY OF UKIAH Mendocino County,California PERFORMANCE BOND BOND No. KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of Ukiah, organized and operating under the laws of the State of California, (hereinafter referred to as the "City") has awarded to Company Telecom, LLC (hereinafter referred to as the "Design Build Entity" or the "DBE") an agreement for the Ukiah Gigabit Fiber Project, Project No. (hereinafter referred to as the"Project"); and WHEREAS, the work to be performed by DBE is more particularly set forth in the agreement for the Project dated , (hereinafter referred to, together with all attachments and exhibits thereto, as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS,DBE is required by the Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, Company Telecom, LLC the undersigned DBE, and .as Surety,a corporation organized and duly authorized to transact business under the laws of the State of California, are held firmly bound until the City in the sum of ($ ), for which amount well and truly to be made,we bind ourselves,our heirs,executors and administrators,successors and assigns,jointly and severally,firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that, if DBE, its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided,on its part,to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations; and shall indemnify and save harmless the City, and its officials, officers,employees,and authorized volunteers, as stipulated in said Contract Documents,then this obligation shall become null and void;otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorneys' fees, incurred by the City in enforcing such obligation. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall remain in place until the acceptance of the work by the City, during which time if DBE shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of DBE remains. Nothing herein shall limit the City's rights or Surety's obligations under the Contract Documents, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15. Whenever DBE shall be,and is declared by the City to be,in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City's option: i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the Contract Price, including other costs and damages for which Surety may be liable. The term"balance of the Contract Price"as used in this paragraph shall mean the total amount payable to DBE by the City under the agreement and any modification thereto, less any amount previously paid by the City to DBE and any other setoffs pursuant to the Contract Documents. iii. Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the Contract Price, including other costs and damages for which Surety may be liable. The term "balance of the Contract Price" as used in this paragraph shall mean the total amount payable to DBE by the City under the Contract and any modification thereto, less any amount previously paid by the City to DBE and any other setoffs by the City pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by DBE. Surety shall not utilize DBE in completing the Project nor shall Surety accept a bid from DBE for completion of the Project if the City,when declaring the Contractor in default, notifies Surety of the City's objection to Contractor's further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of .2025. (Corporate Seal) Company By Title (Corpo rate Seal) Surety By Attorney-in- Fact (Attach Attorney-in Fact Certificate) Title The rate of premium on this bond is per thousand. The total amount of premium charges is$ (The above must be filled in by corporate attorney.)THIS IS A REQUIRED FORM. Any claims under this bond may be addressed to: (Name and Address of Surety) (Name and Address of Agent or Representative for service of process in California, if different from above) (Telephone number of Surety and Agent or Representative for service of process in California) CITY OF UKIAH Mendocino County,California PAYMENT BOND BOND No. KNOWALL PERSONS BY THESE PRESENTS: WHEREAS, the City of Ukiah ("City") has awarded to Company Telecom, LLC (the"Design Build Entity" or "DBE") an agreement , dated 2025, referred to as the "Agreement")for the work described as . The Agreement is incorporated by this reference into this Payment Bond ("Bond"); and WHEREAS DBE is required to furnish a bond in connection with the Agreement and pursuant to California Civil Code section 9550; NOW, THEREFORE, we Company Telecom, LLC, the undersigned DBE, and ("Surety"), a corporation organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held firmly bound until the City, and to any and all persons, companies, or corporations entitled by law to file stop payment notices under California Civil Code Section 9100, or any person, company, or corporation entitled to make a claim on this bond, in the sum of$ ,for which payment will and truly be made,we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if DBE,its heirs,executors,administrators, successors, or assigns, or subcontractor, shall fail to pay any person or persons named in Civil Code section 9100; or fail to pay for any materials, provisions, or other supplies, used in, upon,for, or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code, with respect to work or labor thereon of any kind; or shall fail to deduct,withhold, and pay over to the Employment Development Department, any amounts required to be deducted, withheld, and paid over by Unemployment Insurance Code Section 13020 with respect to work and labor thereon of any kind, then Surety will pay for the same, in an amount not exceeding the amount herein above set forth, and in the event suit is brought upon this bond,also will pay such reasonable attorneys'fees as shall be fixed by the court, awarded and taxed as provided in California Civil Code Section 9550, et seq. It is further stipulated and agreed that the Surety of this bond shall not be exonerated or released from the obligation of the bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, or specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described;or pertaining or relating to the furnishing of labor,materials,or equipment therefor; nor by any change or modification of any terms of payment or extension of time for payment pertaining or relating to any scheme or work of improvement herein above described; nor by any rescissions or attempted rescission of the contract,agreement or bond;nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond; nor by any fraud practiced by any person other than the claimant seeking to recover on the bond; and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given; and under no circumstances shall the Surety be released from liability to those for whose benefit such bond has been given,by reason of any breach of contract between the City and DBE or on the part of any obligee named in such bond;that the sole condition of recovery shall be that the claimant is a person described in California Civil Code section 9100,and who has not been paid the full amount of its claim; and that the Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned, including but not limited to the provisions of section 2819 and 2845 of the California Civil Code. Any notice to Surety may be given in the manner specified in the Agreement and delivered or transmitted to Surety as follows: Attn: Address: City/State/Zip: Phone: Fax: Email: IN WITNESS WHEREO,two identical counterparts of this Bond,each of which shall for all purposes be deemed an original thereof, have been duly executed by Contractor/Principal and Surety above named,on the day of , 2025. (SEAL) Design Build Entity By DBE's Representative DBE's Address City, State,Zip (SEAL) Surety By Surety's Representative Surety's Address City, State,Zip Telephone Number NOTE: Signatures of those executing for Surety must be properly acknowledged, The bond must be accompanied by a properly acknowledged Power of Attorney from the Surety authorizing its agent to bind it to this bond.A copy of such Power of Attorney must be on file with the City. DIRECTIONS FOR PREPARATION OF PERFORMANCE AND MATERIAL AND LABOR BOND 1. Individual sureties, partnerships, or corporations not in the surety business will not be acceptable. 2. The name of the Principal shall be shown exactly as it appears in the Agreement. 3. The penal sum shall not be less than required by the Specifications. 4. If the Principals are partners orjoint venturers, each member shall execute the bond as an individual and state his place of residence. 5. If the Principal is a corporation,the bond shall be executed under its corporate seal. If the corporation has no corporate seal, it shall so state and affix a scroll or adhesive seal following the corporate name. 6. The official character and authority of the person(s)executing the bond for the Principal, if a corporation, shall be certified by the Secretary or Assistant Secretary thereof under the corporate seal, or copies attached to such records of the corporation as will evidence the official character and authority of the officer signing, duly certified by the Secretary or Assistant Secretary, under the corporate seal, to be true copies 7. The current power-of-attorney of the person signing for the surety company must be attached to the bond. 8. The date of the bond must not be prior to the date of the Agreement. 9. The following information must be placed on the bond by the surety company: a. The rate of premium in dollars per thousand; and b. The total dollar amount of premium charged. 10. The signature of a witness shall appear in the appropriate place attending to the signature of each party of the bond. 11. Type or print the name underneath each signature appearing on the bond. 12. An executed copy of the bond must be attached to each copy of the Agreement (original counterpart) intended for signing. CITY OF UKIAH Mendocino County,California DEFECTIVE MATERIAL AND WORKMANSHIP BOND KNOW ALL MEN BY THESE PRESENTS, That we, as PRINCIPAL and as SURETY, are held and firmly bound unto the City of Ukiah as Obligee, in the penal sum of ),(5 PERCENT OF THE FINAL CONTRACT AMOUNT) to which payment well and truly to be made, we do bind ourselves, our and each of our heirs, executors, administrators successors and assigns jointly and severally,firmly by these presents. WHEREAS,the said Principal entered into an Agreement with the City of Ukiah dated for WHEREAS, said Agreement has been completed, and was approved on the day of NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,that if the Principal shall guarantee that the work will be free of any defective materials or workmanship which become apparent during the period of one (1) year following completion of the Agreement, then this obligation shall be void,otherwise to remain in full force and effect,provided however,any additional warranty or guarantee whether expressed or implied is extended by the Principal or Manufacturer only, and the surety assumes no liability for such a guarantee. Signed, sealed, and dated this day of , 2025. (Seal) BY: (Seal) (Seal)Principal (Seal) BY: (Seal) (Seal)Surety CITY OF UKIAH Mendocino County,California PERFORMANCE BOND BOND No. SPA150715 007 KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of Ukiah, organized and operating under the laws of the State of California, (hereinafter referred to as the "City") has awarded to Vero Fiber Networks,LLC (hereinafter referred to as the "Design Build Entity" or the "DBE") an agreement for the Ukiah Gigabit Fiber Project, Project No. 18472 (hereinafter referred to as the"Project");and WHEREAS, the work to be performed by DBE is more particularly set forth in the agreement for the Project dated August 26,2025 , (hereinafter referred to,together with all attachments and exhibits thereto, as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, DBE is required by the Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, Vero Fiber Networks,LLC the undersigned DBE, and SiriusPornt America Insurance Company ,as Surety,a corporation organized and duly authorized to transact business under the laws of the State of California, are held firmly bound until the City in the sum of Three Million Two Hundred Seventy Seven Thousand** ($3,277,654.00 ), for which amount well and truly to be made,we bind ourselves,our heirs,executors and administrators,successors and assigns,jointly and severally,firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that, if DBE, its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided,on its part,to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations; and shall indemnify and save harmless the City, and its officials, officers,employees,and authorized volunteers,as stipulated in said Contract Documents,then this obligation shall become null and void;otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorneys' fees, incurred by the City in enforcing such obligation. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall remain in place until the acceptance of the work by the City, during which time if DBE shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of DBE remains. Nothing herein shall limit the City's rights or Surety's obligations under the Contract Documents, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15. Whenever DBE shall be,and is declared by the City to be,in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City's option: i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or *"Six Hundred Fifty Four and 001100 ■ - , r _ ■L 1 _ 1 . L ■ %mm1 ■ 0 4k im, ■ ■ , I II _ ' ■ .1 1"M M . s 'i Ic 1 0 0 _ ■ mom 1 ' �� MINE 0 0 0 0 _ _ 1111 1111 1111 MINE mor Ir c 1111 0 MINE 1111 Fill 0 0 0 MINE 111111111 NINE Mooll 1111 111111 0 ON _ _ ' r ■ - ti _ ■ � ■ ' I'I 0 or Mr II ON ., 0 0 0 NINE 0 MINE 0 0 II I I 1111 0 IN lim ELL=& . ■ MC■ mmI 0 ` _ r ■ - ■ _ . _ irommi morO ■ 0 1had6 ■ 1mmm%i-■ II Y ■ 1 I II * 1 il. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a contract between such bidder,the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the Contract Price, including other costs and damages for which Surety may be liable. The term"balance of the Contract Price"as used in this paragraph shall mean the total amount payable to DBE by the City under the agreement and any modification thereto, less any amount previously paid by the City to DBE and any other setoffs pursuant to the Contract Documents. iii. Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the Contract Price, including other costs and damages for which Surety may be liable. The term "balance of the Contract Price" as used in this paragraph shall mean the total amount payable to DBE by the City under the Contract and any modification thereto, less any amount previously paid by the City to DBE and any other setoffs by the City pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by DBE. Surety shall not utilize DBE in completing the Project nor shall Surety accept a bid from DBE for completion of the Project if the City,when declaring the Contractor in default,notifies Surety of the City's objection to Contractor's further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] r r J r : J 1 1 r - . � r IN WITNESS WHEREOF, we have hereunto set our hands and seals this loth day of September 2025. (Corporate Vero Fi �orl Seal) a . *� Titlet✓ C e— (Corpo rate Seal) Surety SidusPoint America Insurance Company By-. _ Attorney-in- Fact (Attach Attorney-in Fact Certificate) Title Nicole L.McCollam.Attomey-in-Fpct CA License#OF09039 The rate of premium on this bond is $15-00 per thousand.The total amount of premium charges is$49,165.00 (The above must be filled in by corporate attorney.)THIS IS A REQUIRED FORM. Any claims under this bond may be addressed to: SiriusPoint America Insurance Company 1 WORLD TRADE CTR,285 FULTON ST, (Name and Address of Surety) 47TH FL STE 47J, NEW YORK,NY 10007 (Name and Address of Agent or IMA,Inc. Attention:Denver Surety Team Representative for service of process in 3475 E Foothill Blvd Suite 100 California,if different from above) Pasadena,CA 91107 (Telephone number of Surety and Agent 303-534-4567 or Representative for service of process in California) IMA, Inc-CA License#OH64724 Please see attaMed Notary CeMcft IF Oro m� r ■ 1 ■ 1 WEI T 0 Ell 0 0 111 Ell % 0 0 0 0 Ell . . ' ■ ■ % Lew= Alm iN Mil ■ m Ell ■ 7 . 1 ■ ■ mlj�mm■ ■ � 1 TIEa 1 . !1 11 Ell ■ �1 SM ■ PIN Ell 1 % r% ■ NOR 7==I% ■ II �I ■ 1 ■ ' ■ ■ ■ =EEEllIY 1111111 ■ NMI 1 - i,p mMC ■ ■ ■ Ell • 1 • CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifes only the identity of the individual who signed the document to which this certificate is attached, and not the truthfu:ness, accuracy, or validity of that document. State of California County of MENDOCINO On12 before me, D. MENDEZ, Notary Public, DAT E /1 personally appeared NAME(S)OF SIGNER(S) who proved to me on this basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he she they executed the same in his her their authorized capacity(ies), and that by his her their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. D. MENDEZ COMM.#2434415 fe WNOTARY PUBLIC-CALIFORNIA W MENDOCINO COUNTY � fft Comm.fthvs Jan.15,2027 SIGNATURE OF NOTARY THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW: DATE OF DOCUMENT TITLE OR TYPE OF DOCUMENT I IJ I L I r.P STATE OF Colorado SS COUNTY OF Denver On September 10,2025 before me Brandi J.Tetley PERSONALLY APPEARED Nicole L. McCollam personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) istare subscribed to the within instrument and acknowledged to me that helshelthey executed the same in hislheritheir authorized capacity(ies), and that by hislherltheir signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. � j 1'E1L11► ARVPkftX WITNESS my hand and official seal, STAToOF NOTARY ID 20pg4pg My COpi I SS"EXPIRES JULy!,2= Signature Brand!J. Tetley My Commission Expires 07;0812028 77ds area for 0JUal Notarial sear OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OF TYPE OF DOCUMENT TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL x❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARD IANICONSE RVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SiriusPoint America Insurance Company SIGNER(S)OTHER THAN NAMED ABOVE ALL PURPOSE ACKNOWLEDGEMENT �.. �1.l�i�h YStJI.�?yl r r� �.Ql .,'�1FhC�'S Y!A 1 �.... r.�r..�.w�rr--.. � ...,.,....a.. STATE OF SS COUNTY OF On before me PERSONALLY APPEARED personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/herllheir authorized capacity(ies), and that by his/her(their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. WITNESS my hand and official seal, Signature My Commission Expires This area for Orlcial Noranal Seal OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OF TYPE OF DOCUMENT TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S)OTHER THAN NAMED ABOVE ALL PURPOSE ACKNOWLEDGEMENT I ■ ■ �� -mr ■ y ■ ■ Trr 0 ■-■ 1■" ■ ■ ■ I MEEE t I ■ - ■ T ■ 1 � . ■ _ ■ ■ ■ ■ W-J& -mii ■-M;m ■ m-- ■ ■ II F . C 1 ■ Imm ■ 1 , . 1 1 M. II 1 r .: w ' ■ ■ II M M ■ on ■7 ■ % ■ - *' M � MIl i M ■ f ■ r 1 _ ! ■ ! 1 II � 1 ■-■ ■ m _ � _ II boom 1■ ■ M Il ME ■ -0111111111■ 1 ■ , - - ■ ■ L C M ■ I I OWN ' 2 -R-1 9-6L-m-m fm—i m 11 II 1 1 II POWER OF ATTORNEY IMADENOI_0524 SIRIUSPOINT AMERICA INSURANCE COMPANY NEW YORK KNOW ALL LIEN BY THESE PRESENTS:That SiriusPoint America Insurance Company (the "Company"), a New York corporation,having its principal office in the City of New York,pursuant to the following Resolution,which was adopted an August 27,2024 by Unanimous Written Consent of the Board of the Directors of the Company,to wit: RESOLVED, that the President, Senior Vice President, Chief Financial Officer, Secretary or the Assistant Secretary is hereby authorized to execute Powers of Attorney appointing as attorneys-in,fact selected employees of certain surety companies who shall have the power for and on behalf of the Company to execute and affix the seal of the Company to surety contracts as surety. Such authority can be executed by use of facsimile signature. Does hereby nominate,constitute and appoint: Amy Counts,Brandi J.Tetley,David Dondlinger,Jennifer L.Clampea,Michael Lischer,Jr.,Nicole I..McCollam,Lindsey Minutillo,Mary Ashley Allen Its true and lawful agent and attomey-in-fact,to make,execute,seal and deliver for and on its behalf,and its act and deed any and all bonds,contracts, agreements of indemnity and other undertakings in suretyship (NOT INCLUDING bonds without a fixed penalty or financial guarantee)and to bind the Company thereby as fully and to the same extent as of same were signed by the duly authorized officers of the Company,provided,however,that the penal sum of any one such instrument executed hereunder shall not exceed the sum of: $63,971,000 single bond limit All acts of said attomeys-in-fact pursuant to the authorities herein given are hereby ratified and confirmed. The President,Senior Vice President, Chief Financial Officer,Secretary or Assistant Secretary may from time to time and at any time remove such appointee and remove the power given to him or her. The execution of such bonds or undertakings in pursuance of these presents,within cne year of the date of these present,shall be binding under said Company, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the Company at its office in New York,New York,in their own proper persons. IN 1'QTNESS WHEREOF,SiriusPoint America Insurance Company has caused its corporate seal to be hereunto affixed and these presents to be signed by its President this tenth day of October,2024- \u"'"' SiriusPoint America Insurance Company 3{V SEAL 1979 State of New York Y = Paul Mihulka �s�r �....�• County of New York �aNS„���/s�,\\\. '' President On this tenth day of October 2024,before me a Notary Public of the State of New York,in and for the County of New York,duly commissioned and qualified,came Paul Mrhulka.President,of SmusPomt America Insurance Company,to me personally known to be the individual and officer described in,and who executed the preceding instrument,and acknowledged the execution of the same,and being by me duly swom,deposed and said that he is the officer of the said Company aforesaid,and that the seal affixed to the preceding instrument is the Corporate Seal of said Company,and the said Corporate seal and his Signature as officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Company,referred to in the preceding instrument is now in force. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal. SUSM El Mo4KY POW. Ho.OI /Notary Public Qualined In RCamtntrsion E My Commission expires4, ? STATE OF New York COUNTY OF New York 1,Paul Mihulka,President of SiriusPomt America Insurance Company,a New York corporation,do hereby certify that the above and foregoing is a full,true and correct copy of Power of Attorney,is still in full force and effect and has not been revoked. IN VI'ITNESS WHEREOF,I have hereunto set my hand,and affixed the Seal of said Company,on the 1 Oth day of September 20 25 al>>\41NHInll,ryf,,f, ! SEAL 1979 Paul Mihulka ti Y � President OF I ■ ■ ■ ■ u i% ■ 16 1 r - 7 ■ ' a ' ■O 1 101 0 &ON 0 1 rw ;r lob& milmm ■ ■ ■ r - - T II �� f L99 No 0 1 II ■ ■ ■ _ W -=L` ■ 1 -i ■ % ■ ■ CITY OF UKIAH Mendocino County, California PAYMENT BOND BOND No. SPA150715 007 KNOW ALL PERSONS BY THESE PRESENTS: WHEREAS, the City of Ukiah ("City") has awarded to Vero Fiber Networks, LLC (the"Design Build Entity" or "DBE") an agreement , dated August 26,2025 , 2025, referred to as the "Agreement")for the work described as Ukiah G aabit Fiber Proiect Partnershio . The Agreement is incorporated by this reference into this Payment Bond ("Bond"); and WHEREAS DBE is required to furnish a bond in connection with the Agreement and pursuant to California Civil Code section 9550; NOW, THEREFORE, we Vero Fiber Networks,LLC,the undersigned DBE, and SiriusPoint America Insurance Company ("Surety"), a corporation organized and existing under the laws of the State of New York and duly authorized to transact business under the laws of the State of California, as Surety, are held firmly bound until the City, and to any and all persons, companies, or corporations entitled by law to file stop payment notices under California Civil Code Section 9100,or any person, company, or corporation entitled to make a claim on this bond, in the sum of$3,277,654.00 ,for which payment will and truly be made,we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if DBE, its heirs,executors,administrators, successors, or assigns, or subcontractor, shall fail to pay any person or persons named in Civil Code section 9100; or fail to pay for any materials,provisions,or other supplies, used in, upon,for, or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code, with respect to work or labor thereon of any kind;or shall fail to deduct,withhold, and pay over to the Employment Development Department, any amounts required to be deducted, withheld, and paid over by Unemployment Insurance Code Section 13020 with respect to work and labor thereon of any kind, then Surety will pay for the same, in an amount not exceeding the amount herein above set forth,and in the event suit is brought upon this bond,also will pay such reasonable attorneys'fees as shall be fixed by the court, awarded and taxed as provided in California Civil Code Section 9550, et seq. It is further stipulated and agreed that the Surety of this bond shall not be exonerated or released from the obligation of the bond by any change, extension of time for performance, addition, alteration or modification in, to,or of any contract,plans, or specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described;or pertaining or relating to the furnishing of labor,materials,or equipment therefor; nor by any change or modification of any terms of payment or extension of time for payment pertaining or relating to any scheme or work of improvement herein above described; nor by any rescissions or attempted rescission of the contract,agreement or bond;nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond; nor by any fraud practiced by any person other than the claimant seeking to recover on the bond; and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such band is given; and under no circumstances shall the Surety be released from liability to those for whose benefit such bond has been given,by reason of any breach of contract between the City and DBE or on the part of any obligee named in such bond;that the sole condition of recovery shall be that the claimant is a person described in California Civil Code section 9100,and who has not been paid the full amount of its claim;and that the Surety does hereby waive notice of any such change,extension of time,addition,alteration or modification ■ 11 ormm moomillim =6 ; M16 ;4%jmr"pm=m rmmmmm No I NMI OIL I 0 kl%v;z r 71 MOM _ ■ _II■ _ ■ mil ■ . ' _ Mm 0 Em . _ ■ ■ ■ 1 ti , . . . _ ■ _ _ . ■ _ -ill 1 or _T r ,I_ HE I, %%, 11 ■ ■ ■ &. . :6 _ � INNINE 0- ■ ■ _ ■ _ ■ _ _ ■I 1 0 Em SM 0 NON 0 0 0 0 _ . . ■ _ ■ . _ _ ■po. ■ _ ■ ■ ■ ■ ■ , ■ ■ OE ■ i ■ mil ' r - ■ Elm : - m ■ 0; mm mm 0 1 1 _ , _ _ _ o � . . _ _ . . ir _ ■I ■ ■ � ._ = p _■��� . .■ -:. mimic -: ■ ■ mid Noei*m OMM ■ y � ■ � ■ Etr _ ■■��■■ ■ I_ ■miff 0017 ■ ■ ■ ■ ■ ■ EL ■ rur �� 0 1 � ■ W , 0 Nov ■ 1 • I herein mentioned, including but not limited to the provisions of section 2819 and 2845 of the California Civil Code. Any notice to Surety may be given in the manner specified in the Agreement and delivered or transmitted to Surety as follows: Attn: SiriusPoint America Insurance Company-Surety Department Address: 1 WORLD TRADE CTR,285 FULTON ST.47TH FL STE 47J City/State/Zip: NEW YORK,NY 10007 Phone: (212)312-2500 Fax: NIA Email: NIA IN WITNESS WHEREO,two identical counterparts of this Bond,each of which shall for all purposes be deemed an original thereof, have been duly executed by Contractor/Principal and Surety above named,on the day of September 1 , 2025. Vero Fiber N tworks,LLC (SEAL) Desi ui d En ' By DBE's Representative PO Box 1110 DBE's Address _Boulder,CO,80306 City, State,Zip SiriusPoint America Insurance Company (SEAL) Surety By hua - Surety's Representative Nicold1t.MdCollam,Attomey-in-Fact,CA License#OF09039 1 WORLD TRADE CTR,285 FULTON ST,47TH FL STE 47J Surety's Address NEW YORK,NY 10007 City, State,Zip (212)312-2500 Telephone Number NOTE: Signatures of those executing for Surety must be properly acknowledged, The bond must be accompanied by a properly acknowledged Power of Attorney from the Surety authorizing its agent to bind it to this bond.A copy of such Power of Attorney must be on file with the City. IMA, Inc-CA License#01-164724 Please see attached Notary Certifle to i MIN ■ ■ ■ ■ mmmm ■ =60 MIN ME_ ■ ■ ■ a ■ _ ■ ■ .I■ ■ ■ ■ ■ ■ MIN � ' ■ imimi 7 ■ - - ■ L ■ MIN ■ ■ _ I '"IN MAP, 1;111 0 I 'm -,y r vi ■ MEMO i ii ■ ■ CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of MENDOCINO On before me, D. MENDEZ, Notary Public, DATE S personally appeared_ _ ,\`�Jr _ �L _LSD NAMES)OF SIGNERS) LLC12 who proved to me on this basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he she they executed the same in his her their authorized capacity(ies), and that by his her their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. D. MENDEZ COMM.#2434415 M NOTARY PU"LIC•CAuFORWA W M.14DOCW dam My j 5,2027 COAim.7 � SIGNATURE OF TAR) THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW: DATE OF DOCUMENT TITLE OR TYPE OF DOCUMENT A- !n ..StiK�� 'i. .lei ri_�����rk�ii �' ° !'S.`t••/.GflaPi;•1•i•S"�(ij�IFl„1 �~',i�r:ky��t. STATE OF Colorado SS COUNTY OF Denver On September 10, 2025 before me Brandi J Tetley PERSONALLY APPEARED Nicole L.McCollam personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) istare subscribed to the within Instrument and acknowledged to me that helshe/they executed the same in his/heritheir authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. D1ultD1 �� NOTARY PUNX STATE OF COLORADO WITNESS my hand and official seal. NOTARY ID 20094023OW MY COMMISSION EXPIRES JULY 8,2028 Signature Brandi J.Tetley My Commission Expires: 07108/2028 This area for Ofliciai Noranai Seal OPTIONAL Though the data below is not required by law. it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OF TYPE OF DOCUMENT TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL x❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SiriusPoint America Insurance Company SIGNER(S)OTHER THAN NAMED ABOVE ALL PURPOSE ACKNOWLEDGEMENT 3E IS Y4�6 ! °iAn STATE OF SS COUNTY OF On before me PERSONALLY APPEARED personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) istare subscribed to the within Instrument and acknowledged to me that helshelthey executed the same in his/her/their authorized capacity(ies), and that by hislherltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument_ WITNESS my hand and official seal. Signature My Commission Expires-. this areafor Official Notarial Seal OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OF TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIANICONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S)OTHER THAN NAMED ABOVE ALL PURPOSE ACKNOWLEDGEMENT F"-A% N ■ - --mJO ' J - ONE � ■ _ ■ ■ r ■ 1 mm% ■ ■ - - r : T - ■ ■ _ ■ - J - _ ■ 1 w I1 ■ ■ ■ ■ _ MOM � MOM - - i ■i ■ 1 ■ ■ ■ , . ■NE= mim EEEE _ _ .. ■ ■ � _ ik ME ■i _- _ ME MEN ■ ■ ■1■ ■ ■ r . _ MMMMM _ ■ ■ ■ MOM r _ ■ ■ 1 ■ z ■ ME ONL - - -96& ■ _ . _ ■ _ ■ ■ NOMINEE! ■ MIME ME . mim imma r1 ■ 1 T - ■ ■ ■ ��■: _ i� ■ POWER OF ATTORNEY IMADENOI-0524 SIRIUSPOINT AMERICA INSURANCE COMPANY NEW YORK KNOW ALL MIEN BY THESE PRESENTS:That SiriusPoint America Insurance Company (the"Company"), a New York corporation,having :ts principal office in the City of New York,pursuant to the following Resolution,which was adopted on August 27,2024 by Unanimous Written Consent of the Board of the Directors of the Company,to wit: RESOLVED, that the President, Senior Vice President, Chief Financial Officer, Secretary or the Assistant Secretary is hereby authorized to execute Powers of Attorney appointing m attomeys-in-fact selected employees of certain surety comparim who shall have the power for and on behalf of the Company to execute and affix the seal of the Company to surety contracts as surety. Such authority can be executed by use of facsimile signature. Does hereby nominate,constitute and appoint: Amy Coonts,Brandt J.Tetley,David Dondlinger,Jennifer L.Clampert,Michael Lischer.Jr.,Nicole L.McCollam,Lindsey Minutillo,Mary Ashley Allen Its true and lawful agent and attomey-in-fact,to make,execute,seal and deliver for and on its behalf,and its act and deed any and all bonds,contracts, agreements of indemnity and other undertakings in suretyship (NOT INCLUDING bonds without a fixed penalty or financial guarantee)and to txind the Company thereby as fully and to the same extent as of same were signed by the duly authorized officers of the Company,provided,however,that the penal sum of any one such instrument executed hereunder shalt not exceed the sum of. $63,971,000 single bond limit All acts of said attomeys-in-fact pursuant to the authorities herein given are hereby ratified and confirmed. The President,Senior Vice President, Chief Financial Officer,Secretary or Assistant Secretary may from time to time and at any time remove such appointee and remove the power given to him or her. The execution of such bonds or undertakings in pursuance of these presents,within one year of the date of these present,shall be binding under said Company, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the Company at its office in New York,New York,in their own proper persons. IN WITNESS WHEREOF,SiriusPoint America Insurance Company has caused its corporate seal to be hereunto affixed and these presents to be signed by its President this tenth day of October,2024. �,.++""��° "•�,,• SiriusPoint America Insurance Company �3 SEAL ;ns State of New York i"n_'Yr� Paul Mihulka County of New York '�s � ,+ ��+ President On this tenth day of October 2024,before me a Notary Public of the State of New York,in and for the County of New York,duly commissioned and qualified,came Paul Mihulka,President,of S•nusPoint America Insurance Company,to me personally known to be the individual and officer described in,and who executed the preceding instrument,and acknowledged the execution of the same.and being by me duly sworn,deposed and-Aid that he is the officer of the said Company aforesaid,and that the seal affixed to the preceding instrument is the Corporate Seal of said Company,and the said Corporate seal and his signature as officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Company,referred to in the preceding instrument is now in force. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal WSM HrCCICK tiew Ybrk NOtXy Public-SLAWof No.otlm""M /Notary Public t�iaitnw in 10dwmarte Comity myCommtrsion Expires Dec S.2M My Commission expires A-0C,1 cwb STATE OF New York COUNTY OF New York 1,Paul Mibulka,President of StrmsPoint America Insurance Company,a New York corporation,do hereby certify that the above and foregoing is a full,true and correct copy of Power of Attorney,is still in full force and effect and has not been revoked. IN«7TNESS WHEREOF,I have hereunto set my hand,and affixed the Seal of said Company,on the 1 Oth day of September 20 25 =3; SEA n= 1979 ��= Paul Mihulka President ■ o■ ■ 0�g FLOP J�m 0 0 *kljmbi=IP 1 0 ■ 1ll =06i ■ �� ' p +L4 'PL ra ■ Elm. 0 . !It 146 OL a 0 mm oil : im ■ ■ ■ f ■ - r � . ■ ■ _ ,■ ■ ■ � ■ % ■ 0 9 'J _ 1 ■ _ ■ ■ ■ ■ 1 - 1 ■ ■ ■ ■ Bond No:SPA150715 007 CITY OF UKIAH Mendocino County, California DEFECTIVE MATERIAL AND WORKMANSHIP BOND KNOW ALL MEN BY THESE PRESENTS, That we, Vero Fiber Networks, LLC as PRINCIPAL and SiriusPoint America Insurance Company as SURETY, are held and firmly bound unto the City of Ukiah as Obligee, in the penal sum of One Hundred Sixty Three Thousand Eight Hundred Eighty Two and 70/100 ($ 163,882.70 ),(5 PERCENT OF THE FINAL CONTRACT AMOUNT) to which payment well and truly to be made, we do bind ourselves, our and each of our heirs, executors, administrators successors and assigns jointly and severally, firmly by these presents. WHEREAS,the said Principal entered into an Agreement with the City of Ukiah dated August 26,2025 for Ukiah Gigabit Fiber Project Partnership WHEREAS, said Agreement has been completed, and was approved on the day of NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,that if the Principal shall guarantee that the work will be free of any defective materials or workmanship which become apparent during the period of one (1) year following completion of the Agreement, then this obligation shall be void,otherwise to remain in full force and effect,provided however,any additional warranty or guarantee whether expressed or implied is extended by the Principal or Manufacturer only, and the surety assumes ryeji�bility for such a guarantee. Signed, sea , and dated this/Y day of September , 2025. Ve iber Network ,LLC (Seal)BY: (seal) (Seal)Principal idusPoint America Insurance Company (Seal)BY: (Seal) 1N# IP f"ffi� �IL� (Seal)Surety Nicole L.McCollam,Attomey-in-Fact, CA License#OF09039 IMA, Inc-CA License#OH64724 please see attached Notary C80cate II ■ IIII ■ qw-A w mr W-%1 AM . 1` �* ■ II m6M I —drE1'1 ■ 0 Ed NO . ■ - Mm% ONM■ M No 1r - ■ 1 ■ ENEL ■ . MEME a ■ ■ Emmommmil M M ■ ME "' ■ ■ ■ ■ ■ ■ ■ " mE ■ 96 T M ME . . . M . ■1 . oe NM ■ VL 1 II Fri .��L��II�I ■ ■ r ■ � ■ + FL- { 1 .Y � r I CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who ssgned the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of MENDOCINO On before me, D. MENDEZ, Notary Public, DATE personally appeared \kyrc-) NAME(S)OF SIGNER(S) who proved to me on this basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he she they executed the same in his her their authorized capacity(ies), and that by his her their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. D. MENDEZ COMM.#2434415 m NOTARY PUBLIC-CALIFORNIA W MENDOCINO COUNTY a My Comm,aWRO*Jan.16,]097 SIGNATURE O OTAR THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW: DATE OF DOCUMENT TITLE OR TYPE OF DOCUMENT r�,•tia ��ii..I•I{�I S�yY ��� } �{� ,p- F .��,.:air�1 �.hr�.,,aa ��. STATE OF Colorado SS COUNTY OF Denver On September 10,2025 before me Brandi J. Tetley PERSONALLY APPEARED Nicole L.McCollam personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by hislherltheir signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. WITNESS my hand and official seal. ERAW1 i Tansy NOTARY PUKX STATE OR COL, p Signature MY COMMISSS ON EXPIRES JULY a,2020 Brandi J.Tetley My Commission Expires 07+0812028 This area jar Official Notarial Seal OPTIONAL Though the data below is not required by law, It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OF TYPE OF DOCUMENT TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL x❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(1ES) SidusPoint America Insurance Company SIGNER(S)OTHER THAN NAMED ABOVE ALL PURPOSE ACKNOWLEDGEMENT STATE OF SS COUNTY OF On before me PERSONALLY APPEARED personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) Is/are subscribed to the within instrument and acknowledged to me that helshelthey executed the same in hWher/thelr authonzed capaclty(ies), and that by hislherithelr signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the Instrument. WITNESS my hand and official seal. Signature My Commission Expires: This amafor Official Nofarral Seal OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OF TYPE OF DOCUMENT TrrLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME Of PERSON(S)OR ENTITY(I@S) SIGNER(S)OTHER THAN NAMED ABOVE ALL PURPOSE ACKNOWLEDGEMENT Yi L EM I I II ■� + ■ ■ ■ i WON II �I _ 7 � ■ 11 ■ oil 11IM111111111111 i ■ ■ II � ■ 11I■ i i 7 fiiioiiiiiiiiiiiiiii POWER OF ATTORNEY IMADENOI 0524 SIRIUSPOINT AMERICA INSURANCE COMPANY NEW YORK IKNOW ALL MEN BY THESE PRESENTS:That SinnSPoinl America Insurance Company (the "Company"),a New York corporation,having its principal office in the City of New York,pursuant to the following Resolution,wluch was adopted on August 27,2024 by Unanimous Written Consent of the Board of the Directors of the Company,to wit: RESOLVED, that the President, Senior Vice President, Chief Financial Officer, Secretary or the Assistant Secretary is hereby authorized to execute Powers of Attorney appointing as attorneys-in-fact selected employees of certain surety companies who shall have the power for and on behalf of the Company to execute and affix the sea]of the Company to surety contracts as surety- Such authority can be executed by use of facsimile signature. Does hereby nominate,constitute and appoint: Amy Coonts,Brandi J.Tetley,David Dondlinger,Jennifer L.Clampert,Michael Lischer,Jr.,Nicole L.McCollam,Lindsey Minutiilo,Mary Ashley Allen Its true and lawful agent and attomey-in-fact,to make,execute,seal and deliver for and on its behalf,and its act and deed any and all bonds,contracts, agreements of indemnity and other undertakings in suretyship (NOT INCLUDING bonds without a fixed penalty or financial guarantee)and to bmd the Company thereby as fully and to the same extent as of same were signed by the duly authorized officers of the Company,provided,however.that the penal sum of any one such instrument executed hereunder shall not exceed the sum of S63,971,000 single bond limit All acts of said aitomeys-in-fact pursuant to the authorities herein given am hereby ratified and confirmed. The President,Senior Vice President, Chief Financial Officer,Secretary or Assistant Secretary may from time to time and at any time remove such appointee and remove the power given to him or her. The execution of such bonds or undertakings in pursuance of these presents,within one year of the date of these present,shall be binding under said Company, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the Company at its office in New York,New York,in their own proper persons. IN WITNESS WHEREOF,SiriusPoint America Insurance Company has caused its corporate seal to be hereunto affixed and these presents to be signed by its President this tenth day of October,2024. a,.•""""w"1j1. SiriusPoint America Insurance Company sv•-. .1 SEALZt fin: 1974��f; V%f ,r State of New York '+� . Y,.,.,�.i� Paul Mihulka County of New York ••S_ ' President ' hry1111,.N,t,N On this tenth day of October 2024,before me a Notary Public of the State of New York,m and for the County of New York,duly commissioned and qualified,came Paul Mihulka,President,of SiriusPoint America Insurance Company,to me personally known to be the individual and officer described in.and who executed the preceding instrument,and acknowledged the execution of the same,and being by me duly sworn.deposed and said that he is the officer of the said Company aforesaid,and that the seal affixed to the preceding instrument is the Corporate Seal of said Company,and the said Corporate seal and his signature as officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Company,referred to in the preceding instrument is now in force. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my officol seal. SUSM't H5COCK N LW totary P bk-SUN Of Mrw tAortt 0.6tH16"4M /Notary Public Qiraltr.W inFacwpond County my ianrntsionExpin"00c S.2MMwq My Commission expires 4�C,-i, dma6 STATE OF New York COUNTY OF New York I,Paul Mthulka,President of SaiusPomt America Insurance Company,a New York corporation,do hereby certify that the above and foregoing is a full,true and correct copy of Power of Attorney,is still in full force and effect and has not been revoked. IN ATI MESS WHEREOF,I have hereunto set my hand,and affixed the Seal of said Company,un the 1 Oth day of September 20 25 µ„N,tIHI illlllryrr�•r 13 SgAL }rs= >!� 97 / Paulident a President yr•rN1111111,It"" C4kkjah INSURANCE REQUIREMENTS FOR CONTRACTORS Contractor shall procure and maintain for the duration of the contract insurance 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 Contractor, his agents, representatives, employees or subcontractors. 1. Minimum Scope of Insurance Coverage shall be at least as broad as: A. Insurance Services Office Commercial General Liability coverage (Form No. CG 20 10 10 01 and Commercial General Liability—Completed Operations Form No. CG 20 37 10 01). B. Insurance Services Office form number CA 0001 (Ed. 1187) covering Automobile Liability, code 1 (any auto). C. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. II. Minimum Limits of Insurance Contractor shall maintain limits no less than: A. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this projectllocation or the general aggregate limit shall be twice the required occurrence limit. Insurance must be written on an occurrence basis. B. Automobile Liability: $2,000,000 per accident for bodily injury and property damage. Insurance must be written on an occurrence basis. C. Worker's Compensation Employer's Liability: $1,000,000 per accident for bodily injury or disease. Ill. Deductibles and Self-insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the insurer to reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officers, officials, employees and volunteers; or the Contractor to provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses; or to approve the deductible without a guarantee. IV. REQUIRED Insurance Provisions Proof of general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: A. The City, its officers, officials, employees, and volunteers are to be covered as ADDITIONAL INSURED with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment, furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance, or as a separate owner's policy. B. The workers' compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City. NOTE: You cannot be added as an additional insured on a workers' compensation policy. C. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance with respect to 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 in excess of the Contractor's insurance and shall not contribute with it. Rev: 11120/08 Page 1 of 2 D. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either parry, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. E. Note: (This protects the Contractor) -Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of Civil Code. V. RATING -Acceptability of insurers Insurance is to be placed with admitted California insurers with a current A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. VI. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by the City. If endorsements are on forms other than the City's forms, those endorsements or policies must provide coverage that is equivalent to or better than the forms requested by the City. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. VII. Subcontractors Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. If you have questions regarding our insurance requirements contact: Risk Manager (707) 463-6287 FAX (707) 463-6204 Rev: 11/20/08 Page 2 of 2 A`�o® CERTIFICATE OF LIABILITY INSURANCE FDATE EIMMI DNYW) 25 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(tes)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($). PRODUCER CONTACT IMA, Inc.-Colorado PHONE IMA Certificate Team FAX 1705 17th Street, Suite 100INC,No: Denver CO 80202 Mi : certificates@imaoorp.com INSURER(S)AFFORDING COVERAGE NAIC 9 INSURER A:Atlantic Specialty Insurance Company Compagy 27154 INSURED INSURERS:Pinnacol Assurance 41190 Vero Fiber Networks, LLC; Glass Roots Construction LLC 15202 State Hwy 299 INsuRERc:Zurich American Insurance Company 16535 Shasta, CA 96087 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1752930415 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. ILTR TYPE OF INSURANCE A DL POLICY NUMBER POLICY MMfD Y EXP LIMITS A X COMMERCIAL GENERAL LIABILITY 7110184390001 4/1/2025 4/112026 EACHOCCURRENCE $1,000.000 CLAIMS-MADE ElOCCUR PREMISES Ea occurrence $1.000,000 X CoM Liab Intl. MED EXP(Arty one person) $10,000 X XCU PERSONAL 8,ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000.000 PRO- POLICY " I EC M LOC PRODUCTS-COMPIOPAGG $2,000,000 OTHER S A AUTOMOBILE LIABILITY 7110184390001 4/112025 411/2026 COMBINED IN L IMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIRED X NON�OVMED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per aWdlI $ I a A X UMBRELLAIIJAB X OCCUR 7110184390001 411/2025 4/1/2026 EACHOCCURRENCE $10,000,000 EXCESSLIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I X I RETENTIONS n $ B WORKERS COMPENSATION 1 4222879 4/1/2025 4/1/2026 X I SERTUTE E-TZRH C. ANDEMPLOYERS'UABIUTY YIN WC694417101 4/1/2025 411/2026 — TA ANYPROPRIETORIPARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBEREXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1.000.000 If yes,destriba under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000.000 A Cyber(Computer or Technology 7600111820001 4/1/2026 4)112026 Per Claim $2.000.000 Professional Liability) Aggregate Per claim $2,000.000 Dedu role. $50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101,Additional Remarks Schedule,maybe attached B more space is requlred) Property Coverage:Policy#7110184390001 Effective Dales:4/112025-4/1/2026 Insurer:Atlantic Specialty Insurance Company $5.000,000 Business Income with Extra Expense Limit;SPC Form(Intl.Theft)/RC $11,772,407 Blanket Personal Property Limit(Includes Leased/Rented Equipment);$25,000 Deductible $250,000 Personal Property at Other Locations Limit. SPC Form(Intl.Theft)/RC 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 Ukiah 300 Seminary Avenue Ukiah CA 95482 AUTHORI2EDREP SENTATIVE ®1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks Of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE AGENCY CUSTOMER ID: LOC#: ACCORLY ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED IMA,Inc.-Colorado Vero Fiber Networks,LLC;Glass Roots Construction LLC 15202 State Hwy 299 POLICY NUMBER Shasta,CA 96087 CARRIER NAIL CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Installation Floater Coverage:Policy#IH4J50224801 Effective Dates:4/112025-4/1/2026 Insurer:The Hanover Insurance Company $2,500,0000 Limit;$25,000 Deductible Contractor's Equipment Coverage:Policy#IH4J50224801 Effective Dates:4/1/2025-4/1/2026 Insurer:The Hanover Insurance Company $750,000 Leased&Rented Contractor's Equipment Limit;$10,000 Deductible $8,656,632 Scheduled Contractor's Equipment Limit;$10,000 Deductible Automobile Physical Damage Coverage:Policy#7110184390001 Effective Dates:4/1/2025-4/1/2026 Insurer:Atlantic Specialty Insurance Company $2,000 Comprehensive Deductible;$2,000 Collision Deductible Construction Professional/Pollution Liability Coverage:Policy#PCXB50274650425 Effective Dales:4/1/2025-4/1/2026 Insurer:Berkley Assurance Company Professional: $2,000,000 Per Claim;$2,000,000 Aggregate;$25,000 Retention Pollution: $2,000,000 Per Claim;$2,000,000 Aggregate;$25,000 Deductible Severability of Interest included on the General Liability Policy. XCU Underground Explosion and Collapse hazard coverage is Included in the General Liability Policy. General Liability Policy and Auto Liability Policy includes Railroad Contractual Liability coverage. Course of Construction;Limit-$3,227,654;Deductible-$5,000 RE:City of Ukiah Gigabit Fiber Project. Certificate Holder Includes:City of Ukiah,its officers,officials,employees,and volunteers. Certificate Holder and all other parties required by the contract are Included as Additional Insured including Ongoing and Completed Operations on the General Liability Policy,if required by written contract or agreement,subject to the policy terms and conditions. Certificate Holder and all other parties required by the contract are included as Additional Insured on the Automobile Liability Policy,if required by written contract or agreement,subject to the policy terms and conditions. This Insurance is Primary&Non-Contributory on the General Liability and Automobile Liability Policies,if required by written contract or agreement,subject to the policy terms and conditions. A Waiver of Subrogation is provided in favor of Certificate Holder and all other parties required by the contract on the Workers Compensation Policy,if required by written contract or agreement,subject to the policy terms and conditions. General Liability and Automobile Liability Coverages includes 30 day notice of cancellation,subject to the terms and conditions of the policy. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PMNMMGGL 7501 E. Lowry Blvd. ASSUR�1�� Denver, CO 80230-7006 303.361.40001800.873.7242 NCCI#:WC000313B Policy#: 4222879 Vero Broadband LLC Deeply Digital LLC Vero Fiber Networks LLC IMA, Inc Clearnetworx LLC 1705 17th Street FastTrack Communication Inc Suite 100 Glass Roots Construction LLC Denver, CO 80202 Vero Broadband MultiNet, LLC (303)534-4567 343 N 3rd St Montrose, CO 81401-3501 ENDORSEMENT: Blanket Waiver of Subrogation We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE To any person or organization when agreed to under a written contract or agreement, as defined above and with the insured,which is in effect and executed prior to any loss. Effective Date:May 7, 2025 Expires on: April 1, 2026 Pinnacol Assurance has issued this endorsement May 7, 2025 7601 E.Lowry Blvd Denver,CO 80230-7006 Page 1 of 1 P JIMENEZV-Underwriter 05/07/2025 12:23:22 4222879 85181388 359-B WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 04-64) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04/01/2025 Policy No. WC 6944171 -01 Endorsement No. Insured Clearnetwont LLC Premium $ Insurance Company American Zurich Insurance Company Countersigned by WC124(4-84) Copyright 1983 National Council on Compensation Insurance.Inc Page 1 of 1 WC000313 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04/01/2025 Policy No. WC 6944171 -01 Endorsement No Insured Deeply Digital LLC Premium $ Insurance Company American Zurich Insurance Company Countersigned by WC124(4-84) Copyright 1983 National Council on Compensation Insurance,Inc Page 1 of 1 WC 00 0313 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04/01/2025 Policy No. WC 6944171 -01 Endorsement No. Insured Glass Roots Construction LLC Premium $ Insurance Company American Zurich Insurance Company Countersigned by WC124(4-M) Copyright 1983 National Council on Compensation Insurance,Inc. Page 1 of 1 WC 00 0313 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective 04/01/2025 Policy No. WC 6944171 -01 Endorsement No Insured Vero Broadband LLC Premium $ Insurance Company American Zurich Insurance Company Countersigned by WC124 (4-84) Copyright 1983 National Council on Compensation Insurance,Inc. Page 1 of 1 WC 00 0313 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS,THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04/01/2025 Policy No. WC 6944171 -01 Endorsement No. Insured Vero Fiber Networks LLC Premium $ Insurance Company American Zurich Insurance Company Countersigned by WC124(4-84) Copyright 1983 National Council on Compensation Insurance,Inc. Page 1 of 1 WC 00 0313 Policy Number: 711-01-8 4-3 9-0001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Notice of Cancellation to Designated Certificate Holder A. If we cancel this policy for any reason other than nonpayment of premium, we will endeavor to provide notice of such cancellation to the certificate holder(s) at the address(s) shown in the schedule below when notice of cancellation is sent to the first Named Insured. In no event will the timing of notice to a certificate holder exceed the timing of notice to the first Named Insured. B. Our failure to provide notice of cancellation to a certificate holder scheduled below will not amend or extend the effective policy cancellation date or negate policy cancellation. Notice of cancellation is provided solely as a courtesy for the convenience of the first Named insured and does not constitute a prerequisite to effective policy cancellation or confer any rights whatsoever on the certificate holder(s) scheduled below. SCHEDULE Name of Certificate Holder and Address CITY OF CEDAR RAPIDS 101 1ST ST SE CEDAR RAPIDS, IA 52401--1205 CITY OF COLUMBUS, OHIO DEPARTMENT OF PUBLIC SERVICE 111 N FRONT ST FL 5 COLUMBUS, OH 43215-2875 CITY OF RENO PO BOX 1900 RENO, NV 89505-1900 CRESCO EQUIPMENT RENTALS AND AFFILIATES ATTN ANGIE HOSKINS AND TYLER YARNELL 1453 GEORGE DR REDDING, CA 96003-1461 DALLAS AREA RAPID TRANSIT (DART) PO BOX 660163 DALLAS, TX 75266-0163 PER WRITTEN AGREEMENT OR CONTRACT ON FILE WITH THE NAMED INSURED SNYDER INDEPENDENT SCHOOL DISTRICT 2901 37TH ST SNYDER, TX 79549-5226 RE: LAND LEASE AGREEMENT VIL 229 06 12 Copyright 2012,intact Insurance Group USA LLC Page 1 of 1 E-INSURED COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY OTHER INSURANCE CONDITION - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PRIMARY AND NONCONTRIBUTORY SCHEDULED PERSON OR ORGANIZATION PERSON OR ORGANIZATION ADDRESS PER WRITTEN AGREEMENT C::R CONTRACT ON FILE WITH NAMED INSURED Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 5,Other Insurance of B.General Conditions under SECTION IV— BUSINESS AUTO CONDITIONS: Regardless of the provisions of Paragraph a.above, any Liability Coverage under this Coverage Form is primary to, and will not seek contribution from, any other insurance available to any person or organization shown in the PRIMARY AND NONCONTRIBUTORY SCHEDULED PERSON OR ORGANIZATION SCHEDULE shown above if: (1) Such person or organization is a Named Insured under that other insurance; and (2) You have agreed in writing in a contract, agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to such person or organization. VCA 220 0316 Contains copyrighted material of Insurance Services Office,Inc.with its permission. Page 1 of 1 Copyright 2015,Intact Insurance Group USA LLC INSURED AUX COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT - TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages.The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights,duties and what is and is not covered. A. Section I—Coverages 4. Incidental Malpractice by Employed 1. Expected or Intended Injury Physicians, Nurses, EMTs and Paramedics (Property Damage) 5. User of Covered Watercraft 2. Non-Owned Aircraft and 6. Newly Acquired or Formed Organizations Watercraft Under 55 Feet C. Section III—Limits of Insurance— 3. Broadened Property Damage— Aggregate Limit Per Location Rented Premises, Borrowed Equipment and D. Section IV—Commercial General Use of Elevators Liability Conditions 4. Personal and Advertising Injury Exclusions a. Insureds in Media and 1. Duties in Event of Occurrence, Offense, Internet Type Businesses Claim or Suit b. Electronic Chatrooms or Bulletin Boards 2. Waiver of Subrogation When Required by 5. Medical Payments— Written Contract or Agreement Increased Limits and Time Period E. Section V—Definitions 6. Product Recall Expense Coverage 7. Supplementary Payments— 1. Bodily Injury—Includes Mental Anguish Cost of Bail Bonds and Loss of Earnings 2. Coverage Territory—Worldwide 3. Mobile Equipment—Self-Propelled Snow B. Section II—Who is an Insured Removal, Road Maintenance and Street 1. Broadened Named Insured Cleaning Equipment Less than 1,000 Pounds 2. Additional insured—Broad Form Vendor Gross Vehicle Weight 3. Additional Insured—Written Contract, Agreement, Permit or Authorization A. Section I—Coverages 1. Expected or Intended Injury(Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I—Coverages— Coverage A—Bodily Injury and Property Damage Liability: This exclusion does not apply to'property damage" resulting from the use of reasonable force to protect persons or property_ 2. Non-Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g.Aircraft,Auto or Watercraft of Section I —Coverages— Coverage A—Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired, chartered or loaned with a paid crew; and (b) Not owned by any insured. b. The following replaces Exclusion 2.g.(2)(a)of Section I—Coverages—Coverage A—Bodily Injury and Property Damage Liability: (a) Less than 55 feet long; and VCG 207 0618 includes copyrighted material of insurance Services Office,Inc.,with its permission. Page 1 of 9 Copyright 2017, Intact Insurance Group USA LLC INSURED AUX c. The following is added to Paragraph b.(1)in Paragraph 4.Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured,whether such insurance is primary,excess, contingent or on any other basis. 3. Broadened Property Damage—Rented Premises,Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I—Coverages— Coverage A—Bodily Injury and Property Damage Liability: Paragraph(1)of this exclusion does not apply to"property damage"to real property you rent or temporarily occupy with permission of the owner. Paragraph(4)of this exclusion does not apply to"property damage"to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs(3), (4)and(6)of this exclusion do not apply to"property damage"arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6.of Section III—Limits Of Insurance: 6. Subject to Paragraph S.above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of"property damage"to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations,that Limit will be$500,000. c. The following is added to Paragraph b.(1)of Paragraph 4.Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I—Coverages—Coverage B--Personal and Advertising Injury Liability: "Personal and advertising injury"committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others. However,this exclusion does not apply to Paragraphs 14.a., b.and c.of"personal and advertising injury"under the Definitions section. For the purposes of this exclusion,the placing of frames,borders or links,or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I— Coverages—Coverage B—Personal and Advertising Injury Liability: "Personal and advertising injury"arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments—increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I— Coverage C—Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office.Inc.,with its permission. Page 2 of 9 Copyright 2017,Intact Insurance Group USA LLC b. The following is added to Paragraph 7.of Section III—Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of$15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I—Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $50,000 Each Product Recall Limit $25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay"product recall expense" incurred by you or on your behalf for a"covered recall'to which this insurance applies. This insurance applies to"product recall expense"for a"covered recall"that takes place in the"coverage territory" and during the policy period. The amount we will pay for"product recall expense" is limited as described in Section III—Limits Of Insurance. We will only pay the amount of"product recall expense" in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each"covered recall"that is initiated. b. The following is added to Section III—Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all"product recall expense" incurred for all"covered recalls" initiated during the policy period. Subject to the Product Recall Aggregate Limit,the Each Product Recall Limit shown in the Schedule above is the most we will pay for all "product recall expenses"arising out of any one"covered recall" for the same defect or deficiency. c. The following is added Section IV—Commercial General Liability Conditions: Duties In The Event Of"Covered Recall' 1. You must report a"covered recall"to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. No insured will, except at that insureds own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid,without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated "covered recall" that may result in "product recall expense": (a) Give us notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of"your product" and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in "product recall expense"; (c) As often as may be reasonably required, permit us to: (1) Inspect"your product'and take damaged and undamaged samples of"your products" for inspection, testing and analysis: and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, swom proof of loss containing the information we request to settle the claim; and VCG 207 06 IS Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 9 Copyright 2017,Intact Insurance Group USA LLC (e) Permit us to examine any insured under oath,while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records.An insured's answers to the examination must be signed. d. The following are added to Section V—Definitions: "Covered recall"means a recall of"your product" made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in,or will result in, "bodily injury" or"property damage". "Product recall expense": a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling "your product": (1) Expenses for communications, including broadcast announcements or printed "advertisements"and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non-salaried"employees"; (4) Expenses for hiring "temporary workers"; (5) Expenses incurred by"employees", including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of"your product" if the disposal is necessary to avoid"bodily injury"or"property damage"and is other than regularly used to discard, trash or dispose of .your product". b. Does not include the following: (1) Damages, fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality,durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of"your product"that was recalled with like products or substitutes; (e) The insured's caprice or whim; (f) A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of"your products"that have no known or suspected defect solely because a known or suspected defect in another of"your products" has been found. 7. Supplementary Payments—Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d.of Supplementary Payments—Coverages A and B in Section I—Coverages: b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$250 a day because of time off from work. VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 9 Copyright 2017,Intact Insurance Group USA LLC B. Section II—Who is an Insured 1. Broadened Named Insured Section II—Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured—Broad Form Vendor a. Section II—Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as "vendor")with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to"bodily injury" or"property damage"arising out of"your products"that are distributed or sold in the regular course of the vendor's business. But none of these vendors are an additional insured: (1) If the"products-completed operations hazard" is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) For"bodily injury" or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless that the vendor would have otherwise been liable for such"bodily injury"or"property damage" in the absence of that contract or agreement; or (4) For"bodily injury"or"property damage"caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (d) Any failure to make such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (e) Operations to demonstrate, install, service or repair, except those operations performed at the vendor's premises in connection with the sale of the product; (f) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (1) In the course of repackaging "your products" in the original container after unpacking solely for the purpose of inspection, demonstration,testing or the substitution of parts under instructions from the manufacturer; (ill) A demonstration, installation, servicing or repair operation of"your products" performed at the vendor's premises in connection with the sale of the product; or (iii)An inspection, adjustment, test or servicing of"your products"the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. VCG 207 06 1$ Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 9 Copyright 2017,Intact Insurance Group USA LLC c. The following is added to Section III—Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured—Written Contract,Agreement, Permit or Authorization a. Section II—Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) "Bodily injury", "property damage"or"personal and advertising injury" in the performance of your ongoing operations, and only until your operations are completed,for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) "Bodily injury", "property damage"or"personal and advertising injury' in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) "Bodily injury", "property damage"or"personal and advertising injury" in connection with premises you own, rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a.above does not apply: (1) Unless: (a) The contract or agreement is executed,or the permit or authorization is issued, before the "bodily injury", "property damage"or"personal and advertising injury" occurs;and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (1) The"occurrence"takes place after you cease to be a tenant in that premises; or (ii) The"bodily injury", "property damage"or"personal and advertising injury"arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (e) Person or organization if the"bodily injury", "property damage"or"personal and advertising injury"arising out of the rendering of,or the failure to render, any professional architectural, engineering or surveying services, including: (i) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,employment, training or monitoring of others by that insured, if the"occurrence"which caused the"bodily injury"or"property damage", or the offense which caused the"personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services; or VCG 207 061E Includes copyrighted material or Insurance Services Office,Inc.,with its permission. Page 6 of 8 Copyright 2017,Intact Insurance Group USA LLC (f) "Bodily injury"or"property damage"occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a.above: (1) The following is added to Paragraph 4.Other Insurance of Section IV—Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a.and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract,agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section ill—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d) of Section II—Who Is An Insured: But an"employee"or"volunteer worker"employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1) in Paragraph 4.Other Insurance of Section IV-- Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured"employee"or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5. User of Covered Watercraft a. Section 11—Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. "Bodily injury"to that person's or organization's "employee"; or b. "Property damage"to property: (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 9 Copyright 2017,Intact Insurance Group USA LLC b. The following is added to Paragraph b.(1) in Paragraph 4.Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy,whether such insurance is primary,excess,contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a.of Section II—Who is An insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section III—Limits of Insurance—Aggregate Limit Per Location The following is added to Paragraph 2.of Section III—Limits Of Insurance: The General Aggregate Limit applies separately to each"location"of yours.As used in this provision, "location"means premises you own, rent or lease involving the same or connecting lots,or whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad. D. Section IV—Commercial General Liability Conditions 1. Duties in the Event of Occurrence,Offense,Claim or Suit The following is added to Paragraph 2.Duties In The Event Of Occurrence,Offense,Claim Or Suit of Section IV—Commercial General Liability Conditions: The requirements that you must notify us of an "occurrence", offense,claim or"suit", or send us documents concerning a claim or"suit", apply only if the"occurrence", offense, claim or"suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An"executive officer"or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "occurrence"or an offense that may result in a claim does not apply if you report the"occurrence"or offense to your workers' compensation insurer and that"occurrence"or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "occurrence"or offense is a liability claim rather than a workers'compensation claim, you must comply with all parts of Paragraph 2. Duties In The Event Of Occurrence, Offense,Claim Or Suit of Section IV—Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8.Transfer of Rights of Recovery Against Others to Us of Section IV—Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" included within the"products-completed operations hazard" if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the"bodily injury"or"property damage"occurs and requires you to waive your rights of recovery. E. Section V—Definitions 1. Bodily Injury—Includes Mental Anguish The following is added to Paragraph 3.of Section V—Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness,or disease sustained by a person at any time. 2. Coverage Territory—Worldwide The following replaces Paragraph 4.of Section V—Definitions: 4. "Coverage territory" means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured's VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with ils permission. Page 8 of 9 Copyright 2017,Intact Insurance Group USA LLC responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America(including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment—Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1)of Section V—Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance(other than construction or resurfacing)or street cleaning will be considered "mobile equipment" and not an "auto". VCG 207 0616 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 9 of 9 Copyright 2017,Intact Insurance Group USA LLC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTUAL LIABILITY - RAILROADS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Scheduled Railroad: Designated Job Site: PER WRITTEN AGREEMENT OR CONTRACT ON FILE WITH THE NAMED INSURED (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect to operations performed for, or affecting, "property damage' to a third person or a Scheduled Railroad at a Designated Job Site, the organization. Tort liability means a liability definition of "insured contract" in the Definitions that would be imposed by law in the absence section is replaced by the following: of any contract or agreement. 9. "Insured Contract"means: Paragraph f. does not include that part of any a. A contract for a lease of premises. However, contract or agreement: that portion of the contract for a lease of (1) That indemnifies an architect, engineer premises that indemnifies any person or or surveyor for injury or damage arising organization for damage by fire to premises out of: while rented to you or temporarily occupied (a) Preparing, approving or failing to by you with permission of the owner is not an prepare or approve maps, shop "insured contract'"; drawings, opinions, reports, b. A sidetrack agreement; surveys, field orders, change orders c. Any easement or license agreement; or drawings and specifications; or d. An obligation, as required by ordinance, to (b) Giving directions or instructions, or indemnify a municipality, except in connec- failing to give them, if that is the pri- tion with work for a municipality; mary cause of the injury or damage; e. An elevator maintenance agreement; (2) Under which the insured, if an architect, f. That art of an other contract or agreement engineer or surveyor, assumes liability P Y 9 for an injury or damage arising out of the pertaining to your business (including an insured's rendering or failure to render indemnification of a municipality in connec- professional services, including those tion with work performed for a municipality) listed in Paragraph (1) above and super- under which you assume the tort liability of visory, inspection, architectural or engin- another party to pay for "bodily injury" or eering activities. CG 24 17 10 01 ®ISO Properties,Inc.,2000 Page 1 of 1 INSURED AUX Policy Number: 7110184390001 Policy eff dates: 04/01/2025-04/01/2026 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions In this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Drive Other Car Coverage—Executive Officers 4. Loss of Use Expenses Increased and Certain Individuals 5. Other Coverage Extensions B. Section II—Covered Autos Liability Coverage a. Airbag Discharge b. Auto Theft Reward 1. Additional Insured—Written Contract, c. Loan/Lease Gap Coverage Agreement, Permit or Authorization d. Rental Reimbursement 2. Broadened Named Insured 6. Diminution in Value 3. Employees as Insureds 7. Communications Equipment (Including Employee Hired Autos and 8. Deductible Waived For Glass Repair Fellow Employee Coverage) D. Section IV—Business Auto Conditions 4. Newly Acquired or Formed Organizations 5. Supplementary Payments— 1. Duties in Event of Accident, Claim, Suit or Loss Bail Bonds and Loss of Earnings 2. Waiver of Transfer or Rights of Recovery C. Section III—Physical Damage Coverage Against Others to Us (Waiver of Subrogation) Automatic When Required by Written Contract 1. Hired Auto Physical Damage Coverage or Agreement 2. Towing—Any Covered Autos E. Section V—Definitions 3. Transportation Expenses Increased 1. Bodily Injury—Includes Mental Anguish 2. Executive Officer A. Drive Other Car Coverage—Executive Officers and Certain Individuals 1. The following is added to Section I—Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, "autos"in the care, custody or control of an"insured"described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered"autos". But this does not include any"auto": (1) Owned by any"insured"described in Paragraph 2. below, or any member of their household, including any"auto"that is owned but not insured; (2) Used by an "insured"described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an "insured"described in Paragraph 2. below, and their family members residing in the same household, are"insureds"while: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any"auto"you do not own, hire, lease or borrow, except an"auto"owned by an"insured"described in Paragraph 2.below or members of their household, or an "auto" insured or covered under any other policy. VCA 20102 23 Includes copyrighted matenal of Insurance Services Office,Inc.,with its permission. Page 1 of 5 INSURED AUX 2. With respect to Drive Other Car Coverage only, Paragraph A.I.Who is an Insured of Section II— Liability Coverage is amended to include as an"Insured"the following: If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. An organization other than an individual or a partnership, your"executive officers"and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an"auto"you own.The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an"auto"you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5.Other Insurance of Section IV— Business Auto Conditions, Drive Other Car Coverage is primary. B. Section II—Covered Autos Liability Coverage 1. Additional Insured—Written Contract,Agreement, Permit or Authorization Paragraph A.1.Who is an Insured of Section II—Covered Autos Liability Coverage is amended to include as an additional"insured"any person or organization with whom you have agreed in a written contract,agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability fat"bodily injury"or"property damage"caused in whole or in part by your maintenance, operation or use of a covered"auto". But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the"accident"that caused the"bodily injury"or"property damage"; b. To any person or organization included as an"insured" under any other provisions of this policy, including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor of*autos"when their contract or agreement with you for such leased"auto"ends or the lessor or its agent takes possession of the"auto". 2. Broadened Named Insured Paragraph A.I.Who is an Insured of Section II—Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds(Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.I.Who is an Insured of Section II—Covered Autos Liability Coverage is amended to include as an"insured"your"employee"while: (1) Using a covered"auto"you do not own, hire or borrow in your business or your personal affairs. (2) Operating an "auto"hired or rented under a contract or agreement in that"employee's" name, with your permission,while performing duties related to the conduct of your business. b. Exclusion B.5.Fellow Employee of Section 11—Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV—Business Auto Conditions: Any covered"auto"hired or rented without a driver by your"employee" under a contract or agreement in that"employee's" name,with your permission,while performing duties related to the conduct of your business is also deemed to be a covered"auto"you own. 4. Newly Acquired or Formed Organizations Paragraph A.I.Who is an Insured of Section II—Covered Autos Liability Coverage is amended to include as an"insured"any organization you newly acquire or form, other than a partnership or joint VCA 20102 23 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 5 venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to"bodily injury'or"property damage"caused by an"accident"that occurred before you acquired or formed the organization. 5. Supplementary Payments—Bail Bonds and Loss of Earnings In Paragraph A.2.a.Supplementary Payments of Section II—Covered Autos Liability,the following replaces Paragraphs(2)and (4): (2) Up to$3,500 for cost of bail bonds(including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured"at our request, including actual loss of earnings up to$500 a day because of time off from work. C. Section III—Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired"autos"are covered"autos" under Section II—Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss or Collision Coverage, any"auto"you lease, hire, rent or borrow will be deemed a covered"auto"for Physical Damage Coverage, subject to the provisions in Paragraph b. below. However, we will only provide such Physical Damage Coverage to borrowed"autos"when: (1) You have agreed to provide physical damage coverage to such"autos" by written contract or agreement; and (2) Such contract or agreement was entered into prior to"loss"to such"auto". b. For Hired Physical Damage Coverage provided by paragraph a.above: (1) The most we will pay for"loss"to any hired"auto" is the lesser of: (a) $75,000 for"autos"of the private passenger type and$50,000 for all other"autos"; (b) The actual cash value of the damaged or stolen property as of the time of the"loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an "auto"you own. (3) This insurance is excess over any other valid and collectible insurance,whether such insurance is primary, excess, contingent or on any other basis. 2. Towing—Any Covered Autos The following replaces Paragraph A.2.Towing of Section III—Physical Damage Coverage: Provided that a premium charge for Towing and Labor is shown in the Declarations, we will pay up to the Limit shown in the Declarations, plus an additional$50,for towing and labor costs incurred each time a covered"auto" is disabled. However,the labor must be performed at the place of disablement. 3. Transportation Expenses Increased In Paragraph A.4.a.Transportation Expenses of Section III—Physical Damage Coverage,the amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered "auto"of the private passenger type are increased to$75 per day, to a maximum of$2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph AA.b. Loss Of Use Expenses of Section III— Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is$1,000. S. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4.Coverage Extensions of Section III—Physical Damage Coverage: VGA 20102 23 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 5 a. Airbag Discharge We will pay to reset or replace a covered "auto's"airbag that accidentally discharges without the "auto"being involved in an"accident" if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specked Cause of Loss Coverage,we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered"auto". But we will not pay a reward to you, any family members or"employees"or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered"auto"is subject to a loan or long-term lease that requires, in writing,that the lender or lessor be a loss payee, and you are legally obligated for the remaining balance on the loan or lease, we will pay the difference between the actual cash value of the"auto"at the time of"loss"and the remaining balance on your loan or lease. But we will not pay for: (1) Any amount paid under the policy's Physical Damage Coverage; or (2) Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry- over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. For purposes of this provision,a long-term lease is a lease for a period of six months or longer. d. Rental Reimbursement We will pay for expenses to rent an"auto"of the private passenger type because of"loss"to a covered"auto"of the private passenger type. But: (1) We will only pay expenses incurred during the policy period at the time of the"loss"and ending, regardless of the policy period, six days after the"loss". (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred, or (b) $50 per day. (3) This coverage does not apply if a spare or reserve"auto" is available to you. (4) If"loss"is because of the total theft of a covered"auto",we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion B.6.of Section III—Physical Damage Coverage: This exclusion does not apply to"diminution in value"of a covered"auto"of the private passenger type used in the conduct of the"insured's"business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such"diminution in value"is the lesser of: a. 20 percent of the actual cash value of the"auto"as of the time of the"loss"; or b. $7,500. 7. Communications Equipment The following is added to Paragraph B. Exclusions of Section Ill—Physical Damage Coverage: Exclusions 4.c.and 4.d.do not apply to communications equipment, including its antenna and other accessories,that is permanently installed in, and not removable from,a covered"auto"and designed for use as a: a. Citizen's band radio; b. Two-way mobile radio or telephone; c. Scanning monitor receiver; or d. GPS navigation system. VCA 20102 23 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 5 No Deductible applies to"loss"to such communications equipment. But the most we will pay for all such communications equipment is$5,000 for any one"loss". 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III—Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. D. Section IV—Business Auto Conditions 1. Duties in the Event of Accident,Claim,Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident,Claim,Suit or Loss of Section IV—Business Auto Conditions: The requirements that you must notify us of an "accident", claim,"suit" or"loss", or send us documents concerning a claim or"suit", apply only if the"accident", claim, "suit"or"loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An"executive officer"or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an"accident", claim, "suit" or"loss" does not apply if you report the"accident", claim, "suit"or"loss"to your workers'compensation insurer and the"accident", claim, "suit"or"loss"later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an"accident", claim, "suit"or"loss" is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident,Claim,Suit or Loss of Section IV—Business Auto Conditions. 2. Waiver of Transfer or Rights of Recovery Against Others to Us(Waiver of Subrogation) Automatic When Required by Written Contract or Agreement The following is added to Paragraph A.5.Transfer of Rights of Recovery Against Others to Us of Section IV—Business Auto Conditions: This condition does not apply to any person(s)or organization(s)for whom you are required to waive subrogation with respect to the coverage provided under this Coverage Form, but only to the extent that subrogation is waived: a. Under a written contact or agreement with such person(s)or organization(s); and b. Prior to the"accident"or the"loss." E. Section V—Definitions 1. Bodily Injury—Includes Mental Anguish The following is added to Paragraph C. of Section V—Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V—Definitions: "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. VCA 20102 23 Includes copyrighted material of Insurance Services Office.Inc.,with its permission. Page 5 of 5 mil ■ SAM It II Li Lo ■ ■rn ■Illy■ 1M■■ ■ 1 i *1111111 1=. _ -N■ 11 ■ 1 ■ ■ 11# 111 ■ 111 ■ Ihi#; ■ 1 1 ■ ■ ■ ■■■ 1 1 ■ ■ II � ■ ■ �� II ■ M■ ■ II _ _ ■ 1 _ � � ■ . � II 1110 1 x■ JIp ■ Fill ■ II ■ ■ ■ III- ■ 1 ■ mill � 1 . � - III � 1 � ■1 ■ ■ p ' 0 11 - 1 � � M10 r ■ 1 ■ ■1 ■ A 010 ■ I I "ME � T rr ti ■ n ■ IN II 1 ■ CONTRACTORISUBCONTRACTOR WORKER CLASSIFICATION The California Department of Industrial Relations(DIR) requires a registration number for all contractors and subcontractors who perform work on public works projects as defined in Labor Code Section 1720. No contractor or subcontractor may be awarded a contract, on a public works project, unless registered with the Department of Industrial relations pursuant to Labor Code section 1725.5. Additionally, contractor and subcontractor are required to furnish electronic certified payroll record to the Labor Commissioner. Revise and resubmit if changes occur with subcontractors during project. Project No. Project Title Prime Contractor(All fields must be completed) Name of Prime Contractor Prime Contractors License Number Prime Contractor's DIR Registration p Glass Roots Construction,LLC 1099985 1D01148912 Mailing Address(Street Number or P.O.Box) city State Zip Code 2770 Arapahoe Rd,Ste 132-1125 Lafayette co 80026 Prime Contractor's Telephone Number Prime Contractors Email Address 720)379.2122 info@glassrootsconstruction.com Project Manager(Name) Project Managers Email Address Project Manager's Phone Number Jesus Loreto loreto@glassrootsconstruction.com 18-489.9625 Prime Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑CARPENTERS ❑ CARPET/LINOLEUM ❑CEMENT MASONS ❑ DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑ IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑ OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑SURVEYORS ❑TEAMSTER ❑TILE WORKERS ❑Check this box to indicate there are no other subcontractors and agree to report any subcontractors if used while providing services to City of Ukiah. Prime contractor is to provide a listing of all sub-contractors who have a direct contractual relationship. (Only one subcontractor can be listed per trade). Subcontractor 1:(All fields must be completed) Name of Subcontractor Subcontractor's License Number ubcontractor's DIR Registration Number Tri County Development and Construction Inc(TCDC i 988026 00002035E Mailing Address(Street Number or P.O.Box) City State ip Code 12321 Magnolia Ave Riverside CA 2503 Subcontractors Telephone Number Subcontractor's Email Address Work to Be Performed 909)322.5411 scottp0tcdci.com Underground construction of a MH network route associated with the Hoopa MH Project in Hoopa,CA Sub-Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑ CARPENTERS ❑CARPET/LINOLEUM ❑CEMENT MASONS ❑DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑ SOUND/COMM ❑ SURVEYORS ❑TEAMSTER ❑TILE WORKERS Subcontractor 2:(All fields must be completed) Name of Subcontractor ubcontractor's license Number ubcontractor's DIR Registration Number M Telecoms,LLC �,04659 2000014138 Mailing Address(Street Number or P.O.Box) ity r te ip Code 1639 Benton Drive edding 6003 Subcontractor's Telephone NumberSubcontractor's Email Address ork to Be Performed 61-348-1266 .middleton 'mtelecoms.com plicing and testing services within Myrtle Town, rcata,CA Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑CARPENTERS ❑CARPET/LINOLEUM ❑CEMENT MASONS ❑DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑ SURVEYORS ❑TEAMSTER 13 TILE WORKERS Subcontractor 3:(AlI fields must be completed) Name of SubcontractorSubcontractor's License NumberSubcontractor's DIR Registration Number HP Communications Inc 752762 IODDOIS920 Mailing Address(Street Number or P.O.Box) [orona y tote Zip Code 3341 Temescal Canyon Rd CA D2983 Subcontractor's Telephone Number ubcontractor's Email Address Work to Be Performed 51-445-9025 hmad.olomi0hpcomminC.com Construction Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑CARPENTERS ❑ CARPET/LINOLEUM ❑CEMENT MASONS ❑DRYWALL FINISHER ❑ DRYWALL/I.ATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑ SURVEYORS ❑TEAMSTER ❑TILE WORKERS Subcontractor 4:(All fields must be completed) ame of SubcontractorSubcontractor's License Number ubcontractor's DIR Registration Number Cannon Construction,LLC 1092444 10000915710 Mailing Address(Street Number or P.O.Box) City tote ip Code 06 Porter Way Milton WA R8354 ubcontractors Telephone NumberSubcontractor's Email Address Work to Be Performed 253)922-2787 arrin@teamcannon.com Construction Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑ CARPENTERS ❑ CARPET/LINOLEUM ❑CEMENT MASONS ❑DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑GLAZIERS ❑IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑ SOUND/COMM ❑ SURVEYORS ❑TEAMSTER 0 TILE WORKERS Subcontractor 5:(All fields must be completed) ame of Subcontractor Subcontractor's license Number ubcontractor's DIP Registration Number eryford Electric Communications(HEC) 541124 100DO3449S ailing Address(Street Number or P.D.Box) I-rtuna y State ip Code 100 Airport Rd CA 95540 ubcontractor's Telephone Number 5ubcontractor's Email Address Work to Be Performed he ord mail.comFiber splicing,HDD 07-83S-2581 Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑ CARPENTERS ❑CARPETAINOLEUM ❑CEMENT MASONS ❑ DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ELEVATOR MECHANIC ❑GLAZIERS ❑IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑OPERATING ENGINEER ❑ PAINTERS ❑PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑ SURVEYORS ❑TEAMSTER ❑TILE WORKERS Subcontractor 6:(All fields must be completed) ame of Subcontractor ubcontractor's License Number ubcontractor's DIR Registration Number B Construction Services Inc 022104 001096082 Walling Address(Street Number or P.O.Box) city Late Zip Code 18302 Lemmon Dr,C-433 Yorba Linda CA 92886 ubcontractor's Telephone Number Subcontractor's Email Address Work to Be Performed 949}929-�8�9 steven.ansteadPhotmail.Com Construction,HDD Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑ CARPENTERS ❑CARPET/LINOLEUM ❑CEMENT MASONS ❑ DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑ IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑ OPERATING ENGINEER ❑ PAINTERS ❑PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑SURVEYORS ❑TEAMSTER 11 TILE WORKERS Subcontractor 7:(All fields must be completed) Name of Subcontractor ubcontractor's license Number ubcontractor's DIR Registration Number C NM LLC dba Pacific Tech Communications INC 1134517 2000009097 Mailing Address(Street Number or P.O.Box) City State Zip Code 355 Gold Meadow Way,Ste 260 Gold River CA 95670 Subcontractor's Telephone Number ubcontractor's Email Address Work to Be Performed 4251589.9667 ehor t mm.net Construction,Fiber placement Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑CARPENTERS ❑CARPET/LINOLEUM ❑CEMENT MASONS ❑ DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑ OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑SURVEYORS ❑TEAMSTER ❑TILE WORKERS Subcontractor 8:(All fields must be completed) ame of Subcontractor ubcontractor's License Number ubcontractor's DIR Registration Number il's Communication Inc. 1056471 2000013769 Mailing Address(Street Number or P.O.Box) city State Ziptode 13341 Temescal Canyon Rd Riverside CA 91sm Subcontractor's Telephone Number ubcontractor's Email Address Work to Be Performed 200.95DO Octavioilgibiti1scomminc.corn Construction Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑CARPENTERS ❑CARPET/LINOLEUM ❑CEMENT MASONS ❑ DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑ IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑SURVEYORS ❑TEAMSTER ❑TILE WORKERS Subcontractor 9:(All Melds must be completed) ameof Sukontracmr irbcontractors.Lkense Numbei kbeontractors.DIR Rggistratlon Number Mailing Address(Street Number or P.O.Box) kip Cade Subcontractors Telephone Number Subcontractor's Email Address Work Be Performed Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑CARPENTERS ❑CARPET/LINOLEUM ❑CEMENT MASONS ❑ DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑ SURVEYORS ❑TEAMSTER ❑TILE WORKERS Subcontractor 10:(All fields must be completed) Name of Subcontractor tubcontravorsLicense Number bcontracmrs DIR Registration Number Mailing Address(Street Number or P.O.Box) to ip Code bcontractors Telephone Number Subcontractor's Email Address Workto.Be Performed Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑ CARPENTERS ❑CARPET/LINOLEUM ❑CEMENT MASONS ❑ DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑OPERATING ENGINEER ❑ PAINTERS ❑PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑SURVEYORS ❑TEAMSTER 0 TILE WORKERS Subcontractor 11:(All fields must be completed) Name of Subcontractor Subcontractors license Number ¢ubcontractoes DiR Registration Number Mailing Address(Street Number or P.O.Box) State kip Code bcontractor's Telephone Number Subcontractor's Email Address Work to Be Performed Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑CARPENTERS ❑CARPET/LINOLEUM ❑CEMENT MASONS ❑ DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑GLAZIERS ❑ IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑SOUND/COMM ❑SURVEYORS ❑TEAMSTER ❑TILE WORKERS Subcontractor 12:(All fields must be completed) Name of Subcontractor ubcontractor's License Number ubcontractors OR Registrationdumber Mailing Address(Street Number or P,O,Box) ty Mate Kip Code Subcontractors Telephone Number Ixontractors Email Address Work to Be Performed Sub-Contractor's Contractor's Worker Classifications(select classifications that apply) ❑ASBESTOS ❑ BOILERMAKER ❑ BRICKLAYERS ❑CARPENTERS ❑CARPETAINOLEUM ❑CEMENT MASONS ❑ DRYWALL FINISHER ❑ DRYWALL/LATHERS ❑ ELECTRICIANS ❑ ELEVATOR MECHANIC ❑ GLAZIERS ❑ IRON WORKERS ❑ LABORERS ❑ MILLWRIGHTS ❑ OPERATING ENGINEER ❑ PAINTERS ❑ PILE DRIVER ❑ PIPE TRADES ❑ PLASTERERS ❑ ROOFERS ❑SHEET METAL ❑ SOUND/COMM ❑SURVEYORS ❑TEAMSTER 0 TILE WORKERS ■ i ■ ■ y ■ r7 16 al r ' ■II m 1 II IN ■ ■ 7 ■ 1 ELM, 0 IN Exhibit J vero 04 M' r.R. .- • .,lr,r}._ Wyk 1'1�a 7_ �77:7L f Speed You Can Befieve In. City of UkiahPrepared for the City of Ukiah In response to: REQUEST FOR PROPOSAL(RFP): Public-Private Partnership to Design and Construct the City's FFA Grant Funded Ukiah Gigabit Fiber Project and Operate and Maintain the City Owned Fiber Optic Network Under a Long-Term Lease Agreement Tableof oontenta.......—..................««.. .......... ... .. .......................,...,.......................................................«2 CoverLatter......................,,....—........................................ .. « ................................................—......,....--4 argani7ationalInformation.....................-................................... «. .. .. ................................................5 Vero Fiber Campsny 6ackground..................,.............................................. .. «. , .. . „ ......................5 Glass Rao#s CcnstrurWn Company Beckgruund.................................««....«..,«..,«...,....,«..........................4 Qualifications and References........... ......... «. ...........................,.........,....,...,......«........................... ..... ..9 Reference Project 1:City of Eureka............................................................................................ ..... .......9 Reference Project 2:Arcata Bays C+A-FFA GrantProject...................,.........,...,.....«..,....,.«.....«......«...., .....«9 Reference Project 3: Evans,CO-Citywide FTTH Deployment.................................................................10 Vera's Solution ...................««............ .. .. .................................,...,....,....,........,.«..,...........««........... ....11 Products and Serv"s Offered........----...... ................ ........................................................................I i OpenAccess Philosophy..«......... ... ... .. ...........................................................................................11 Customer First Culture................... «..,,.. . . .................................,........................,...........................11 Technology..............-................................ ..,,.. ...............................................,...-...-.........................12 Packagesand Pricing.....................................................................-.................................,.......,...........13 CommunitySLWportProg rns...................................................... ........ «.. «.. «., .... . .......................13 ProjectApproach.. ............ .............................................«....,.....,.... ........ ........ ............... ....................14 ProjectStages Detail.. .. ................................................................ ................. .... « . ......................14 Quality As su rancc/Quality Control......... .. ...................................-....,................................. ««.., .......17 Project Schedule........................««.......................................,.......,...,,....,...,,...,.«...«..,................................18 Project SCOPE and Design DETAILS.....................................................«...«..,.«...«..,..................................,.19 Phase1............................................. .. ...............................—.......................................................... .19 Phase1 Project Details. .. .......................................—...................««........ ....... .. ,«.. ... . ..................20 Phase2,. «..,. .... ... « .. « ...........................-..........,..,.......,.«....,... ... .... ............. .. ........................21 Phase 2 Project Details........................... ....... . . . « .................................,........................................22 2 The City of Ukiah I Public-Private Partner hlp for Fiber Proposal(U PDATED 8-14-2025) CostModel/Fee schedule. .... ..... ..................................... .. .... .... ......................................................23 Ukiah Public-Private Partnership-High-Level Term$heat....... .. ... ..................................................... .26 Personnel........................ .. .........,,........................-...............................................................-...— 8 Attachments................... . . ......................................... . ........ ................................................-.. . .30 3 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Dear Mr.Fisette, Vero Fiber,in partnership with Glass Roots Construction(GRC),is pleased to submit this proposal for the Ukiah Gigabit Fiber Project.Together,our teams bring extensive experience,proven capabilities,and a shared vision for delivering a state-of-the-art,open-access fiber network to serve the City of Ukiah and its residents. Our proposed partnership aligns seamlessly with the City's goals to leverage the awarded CPUC FFA Grant and build a robust broadband infrastructure that addresses the needs of unserved and underserved communities.We are committed to meeting the aggressive timeline of this project and to ensuring its long- term success through a comprehensive design-build-operate model. Vero Fiber is uniquely positioned with regard to the CPUC FFA Grant in that we are a direct recipient of an award,and are familiar with the program rules and processes. We took forward to the opportunity to bring our expertise to Ukiah and to work collaboratively with the City to create a future-proof networkthat supports economic growth,digitat equity,and enhanced quality of life for all residents. Thank you for your consideration, Evan Biagi Chief Revenue Officer 970-855-5515 4 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Vero Fiber Networks(Vero Fiber)was founded in 2017 with a mission to deliver fiber infrastructure for school districts,helping reduce operating costs and improve access for the communities we serve.Since then,the company has expanded its focus to include large-scale fiber infrastructure projects for wireless and cellular carriers,as well as long-haul and middle-mile builds for several major hyperscale customers. In addition to infrastructure projects,Vero Fiber has become a leading broadband provider with a growing fiber-to-the-home(FTTH)footprint across Colorado,Texas,Iowa,Montana,California,New Mexico,and Vem Fiber FTTH Markets Oregon.As of 2Q25,Vero established over 94k SftboV C«Fdnr 1,,Fbgb households passed in active FTTH markets { with an additional 115k additional household passings currently under construction.Our 5 ° mission is to close the digital divide by delivering reliable,future-proof FTTH networks that provide communities with high-speed, affordable internet access. Vero Fiber is �►� committed to building strong,collaborative relationships with the cities and towns we serve.We do this by maintaining open and consistent communication with local officials, listening closely to community needs,and aligning our deployment strategies with each municipality's unique goals and infrastructure plans.By fostering transparency and partnership at every stage,we strive to build 5 The City of Ukiah Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) lasting trust and ensure that our fiber networks bring meaningful,long-term benefits to the communities we connect. i IMOM lea nrQwwaft BWkW0WId Glass Roots Construction(GRC)was founded in 2022 with a specific focus on building fiber optic networks for some of the largest companies in the world. Our nascency belies the decades of construction and fiber optic network deployment experience possessed by our team and founding leadership. By merging top level expertise from both the utility construction and network operations industries,GRC avoids many of the communication and network deployment pitfalls often experienced by clients who use traditional fiber optic construction firms.Pairing the latest technologies in field equipment and geospatial project management with industry leading talent,GRC aims to be a different type of construction utility.Our focus on accurate real-time cloud-based data,outstanding communication and best-in-industry safety programs will deliver superior results for our clients. History of GRC 6 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Soo= Jais cai' ilw i t ii >< eor GEN""19 1zarw bVIIIINdFoRK +�� a grriniiir�� � �� 1iMr��,�]Ifr � ■r..4 �r�pliol�r �rt ■� ■ewl�c Why GRC? Today—Ongoing GRC operates with a strong foundation built on new and modern equipment,supported by a best-in-industry safety program.The company embraces the latest technologies,including our in house design tool"VeroFy" for GlS network deployment,Samsara for fleet and safety telematics,and Zoho for OSS/BSS operations.With hundreds of years and millions of route miles of combined construction experience across the organization, GRC brings deep expertise to every project.This is further strengthened by a large,reliable portfolio of construction partners and a proven track record of executing complex deployments.The company's excellent financial health and access to capital ensure long-term stability and ongoing investment in its capabilities. Current Updates GRC is in a phase of aggressive and well-funded growth,scaling in-house capabilities across multiple fronts, including engineering,permitting,plowing,drilling,rock sawing,micro trenching,splicing,testing,aerial construction,and emergency services such as repair,restoration,preventative maintenance,and locate services.The leadership team has a strong history of successful M&A activity,having integrated dozens of companies.Continued geographic expansion and the development of deeper relationships with strategic and large construction partners are top priorities.Additionally,GRC is exploring potential joint build and operate opportunities to further extend its market presence. 7 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) 5 S 12 +/15 3.6m tax set. e,r aaE .+ rr .� R C arta MAW . Licensing: Vero Fiber Networks,LLC CPUC Utility Number:7351 Glass Roots Construction,LLC CA LICENSE INFO: A—General Engineering Number 1099985 Together,Vero Fiber and GRC offer a synergistic partnership that combines deep operational experience, advanced construction capabilities,and a shared commitment to community engagement and service excellence. Vero Fiber Networks,LLC and Glass Roots Construction,LLC are both wholly owned subsidiaries under VFN Holdings,Inc. l3 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Vero has ample experience working with municipalities to deliver symmetrical gigabit broadband services to town owned municipal facilities,community anchor institutions,businesses,enterprises,and residents.We are experienced working in a phased approach to deliver high speed internet on a schedule with as little disruption to the Town as possible.The first phase is always the feasibility study where we create a preliminary high-level design,determine the best backhaul and redundancy options,calculate capital costs, evaluate expected take rate and revenue,consider grant options,etc. Subsequent phases involve low level design,engineering,permitting,construction,and activation,as described in a later section. Below are a few of the projects we have completed in the region or with similar characteristics to Ukiah. 11111voia"1:Clay Go EGRe4l 0 Construction Partner:Glass Roots Construction(GRC) Project Description: Vero Fiber is currently completing a FTTH build in Eureka,delivering gigabit-capable broadband to a historically underserved Humboldt County community.After extensive coordination with local leadership and residents,Vero officially launched service in December 2024 and continues to expand coverage. Addresses Lit to Date:6,995 Total Project Size:Over 11,000 locations Initial Launch Date:December 2024 Current Take Rate:25%and growing Monthly Build Pace:GRC delivering 1,000 newly lit addresses per month Contact:Brian Gerving Regional Senior Manager,Humboldt Division Pacific Gas&Electric Company 2555 Myrtle Avenue,Eureka,CA 95501 Phone:(707)672-4084 Email:briangerving@gmail.com A=ft bag.CA—IFFA Ormar ct Client/Partner:California Public Utilities Commission(CPUC) Construction Partner:Glass Roots Construction(GRC) Project Description: This CPUC-funded project was awarded through the Federal Funding Account(FFA)and targets last- mile broadband deployment in Arcata Bay,Humboldt County,CA.The project is focused on closing coverage gaps in unserved areas through fiber infrastructure improvements. Locations Served:244 unserved,512 total locations Technology:XGS-PON Fiber-to-the-Home(FTTH) 9 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Project Status:CEQA Review,Design and Engineering Started,Anticipated Completion 4Q26 Contact:Greg Rubenstein Regulatory Analyst,Communications Division California Public Utilities Commission Phone:(415)703-2376 Email:Gregory.Rubenstein@cpuc.ca.gov ftft�fteleft 3t Eums.CC—GIVwaft FUNI DMAMMMt Construction Partner:Glass Roots Construction Project Description: Vero Fiber completed a citywide fiber-to-the-premises(FTTP)network serving the entire community of Evans,Colorado.The project included full deployment to both residential and business locations across the city. Total Locations Served:Over 6,000 households and businesses Technology:FTTH(XGS-PON) Project Timetine:Started 2Q24,Completed 2Q25 Contact:Cody R.Sims,ICMA-CM,MPA,CPM City Manager,City of Evans,CO Office:(970)475-1119 i Mobile:(970)415-0464 1100 37th Street,Evans,CO 80620 Email:csims@evanscolorado.gov Website: u. drxasrr3 �o The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) F101111keft law Sewk=Mpried Vero's expansive product portfolio is delivered over our 100%owned and operated fiber networks. Broadband Products and Services a Residential Broadband(100Mb-10G)using XGS-PON architecture a Business Broadband(100Mb-10G)using XGS-PON architecture a Dedicated Internet Access for Enterprise customers a Ethernet Private Line for Enterprise and Anchor Institutions Wholesale Products and Services as Dark Fiber a Private Fiber Networks ® Dedicated Internet Access a Ethernet Private Line a Wavelengths a Data Centers Facilities ft�rNamn" Vero is unique among incumbent providers,as all our metro networks are"open access",meaning that Vero enables others to access the network through dark fiber leases at reasonable and nondiscriminatory rates. Parties can interconnect at any technically feasible point along the network.This also allows Enterprise businesses to connect to locations within our footprint at high capacity. �liffil�t� Vero was built with a Customer First culture. We care about building a long-term relationship with our customers and establish trust by communicating openly and often. The management team at Vero is always available to our customers. We strive to become"the fiber of the community"for the areas we serve. Vero consistently maintains a high Google rating across all of our markets(currently at 4.9 Stars),further exemplifying our commitment to serving our customers. 11 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) BECOWING • b• verb _.. firs## ir�tiririt C�� #mR WIOFESSIONALINSTALLERS,iAliYtlEAN ,i�F �F�IAR �NStAlGGRiEATUP4OAPANPDCWNlAA4 11E�MEtTReYIJlOirri SPE[DS,SWEkfPNIEEf30.' � RACK D..LEApYIUE CUSTOMER �IMNIlIt�1 NUot<s1L�+Uh. _ A�VIf6. Vero has partnered with Calk,the industry leading technology vendor,for its fiber to the premise(FTTP) deployments. Vero utilizes the latest XGS-PON technology that is capable of 10Gbps for its deployments to ensure every network we launch is scalable into the future. In addition,we keep split ratios at no more than 1:32 to eliminate network congestion and provide consistent speeds at all times of day. In addition to the fiber distribution,Vero believes that our service does not stop at the side of a home or business. We offer a comprehensive Managed Wi-Fi solution that extends service to customer devices using the latest Wi-Fi 6 standards. This technology combination allows us to provide the best customer experience possible. • Managed Router with WIN included using best-in-class equipment. • Professional installation and configuration for best performance. • Vero Technical Support has remote access resulting in improved customer experience. o Ability to troubleshoot device connectivity within the home. o Fewer truck rolls and customer calls. a • Self-service network customization and management via the Vero WiFi App c Manage household profiles and set up controls. o Run speed tests and prioritize network traffic. o Easily set up guest networks for visitors. 12 The City of Ukiah Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) arr�l �qg Vero offers simple,streamlined packages for residential and business customers. Our pricing includes the equipment for providing our Managed WiFi service,and there are no hidden fees or data caps associated with our service offerings. Below are example packages and associated pricing we anticipate offering to residents in the City of Ukiah. Sh OW00 -a�wm�aaer - .�kaanuw+s .4s�wtlMiq:M�xN?Mi�MNnp -a�.ha+.s«�rw�miMe :..aw.ra 9ulrxe, a.Sn..oa 4 wrSaro, In addition to our standard packages,Vero Fiber is proud to offer a low-cost service plan to help ensure all residents have access to reliable,high-speed internet.For qualified individuals,we provide a flat-rate plan at $39.95 per month,which includes equipment and our Managed WiFi service.Just like our other offerings,this plan comes with no hidden fees,no data caps,and the same level of customer support and network performance.It reflects our commitment to digital equity and helping bridge the connectivity gap for all members of the community. For more information related to this option,Vero has included a comprehensive summary as an attachment to this proposal. Vero is also open to discussing other service plans and pricing with the City of Ukiah to ensure we are aligned on expectations for the community. cwn"WoftS&WO"ftnmm An important factor for Vero is how we support the communities we serve. We achieve this through various initiatives that help enable individuals and families get connected. Vero's Heroes Vero's Heroes is a discount program designed to honor the individuals who dedicate their lives to protecting, healing,and educating our communities.This discount is available to local heroes across four key groups: active-duty military,reservists,veterans;medical professionals directly involved in patient care(such as doctors,nurses,and EMTs);emergency responders including police officers,firefighters,paramedics,and 911 dispatchers;and educators working in accredited institutions.We believe these professionals are the backbone of every community,and we're proud to offer this small token of appreciation as part of our broader commitment to community-focused service and partnership. 13 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Vero was founded on the premise that everyone should have access to affordable high-speed internet. We have a dedicated team devoted to fulfilling this mission through careful planning,process creation,and exemplary implementation. Our overall project approach and success as a company is rooted in doing things the right way,and not cutting corners. By doing significant research and planning ahead of time, projects are executed with more accuracy and tend to go much smoother. Our approach includes three phases of deployment as follows: Design,Engineering,and Permitting m� I�i�� irtlt�mwild �t�+��tawtib��� prfl m l'F� titgrilflirl�ill�rtif�s Finae� lla�nir �eaadl � il0l dim�t+mfti� �oll�, .ems. ilrr �l![�' (Rf lgfaliKt�Q�Pbeasi�i - illnramdi � Dam Design,Engineering,and Permitting This preliminary phase is critical to ensure the design of the network and adherence to construction standards are met before a shovel hits the ground. • �l�naee �i��Rlfi� a� � • iilbpa — tll�erlofll�091 i ' Rle�� aani�aa t • E�or s .rgd�+ � gcmiu� t� -1i.....Cl�am*mindelfF tdM8WM%M Mae " i m fl®a 14 The City of Ukiah Public-Private Partnership for Fiber Proposal(UPDATED B-14-2025) Ilal �illf as 1101111 lei, During this Phase,Vero also proactively engages the community through pre-construction notifications like door hangers,town halls,and community engagement events and will launch a specific website for project progress and updates. We believe that projects such as this should be well communicated to the public to avoid any potential issues that may arise. Construction Construction is performed using a variety of methods and Vero adheres to industry standards when building its networks. Extra care is taken during this phase to communicate with the community as this is the most impactFul phase of a deployment. Vero will launch a website for each deployment that outlines our progress, provides answers to frequently asked questions,and communicates any disturbances that our construction may cause to the community. Vero typically divides a larger project into zones and works concurrently in different zones at different phases of the project. Underground-Vero's preference is to build as much of the network as possible underground. Vero will obtain all necessary ROW agreements,traffic control,and other special permits for completing underground construction.We will commence placement of conduit and fiber in the approved ROW as soon as permits are secured. Aerial-Where underground construction is not permissible,feasible or cost effective,Vero will obtain necessary pole attachment agreements that include"make ready"requirements for attaching fiber optic cables to the poles.In some cases,a secondary pole attachment agreement with a local phone service provider or Cable TV company may be required. During the make ready phase,we will complete any pole load/reinforcement modifications and coordinate with existing pole tenants as to timing of fiber placement. Once the make ready is complete in accordance with the pole attachment agreement(s),we will place fiber on the designated running lines. Testing-Upon completion of the fiber placement,all fiber connections will be spliced,and each segment will be fully tested(bi-directional OTDR testing),i.e.,the endpoint user equipment at the end locations will be installed and tested back to the head-end site and vice versa to ensure the integrity and ability of the completed fiber network to deliver the intended services. Installation Once construction is complete and the network is fully tested,Vero officially launches a market. The typical market launch occurs in stages to coincide with our construction efforts of a zone. We will start to launch a market as soon as the first zone is completed and continue to roll out services on a zone-by-zone basis. Our Installation process is designed to be easy: 15 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) • Online ordering through website or call our team to check for availability. • Once an order has been placed,scheduling occurs when convenient for the customer,and may consist of a two-part installation process: o Fiber Drop Installation ■ We will need to extend the fiber from our network to the home/business. This may involve trenching or boring across the property. o Service Activation ■ Once the fiber is extended to the property,our installation technician will terminate the fiber inside the building and install all equipment needed to activate service. ■ We take the extra time to configure the network for each customer and help get all devices online before we consider the installation complete. WE STRNE FOR Fn/E * * ** * Given the stability of Fiber networks,installation is one of the few times we will have direct interaction with our clients.Our process ensures that we are timely,courteous,clean,and professional when performing the installation but,most importantly,we stick around to ensure the job is done.That means we install and test the network on-site with the client.We strive to ensure every resident and client has a five-star experience. 16 The City of Ukiah I Pubtic-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Along every step of each project 01 0 phase,Vero and GRC will monitor and ensure the quality of the work is being performed at the highest level. Our proprietary system,Verofy,has all the built in details to ensure the quality of t the networks we build. Those include all of the following: Permit Applications-Permits are all Loaded into the system with a visual representation of what portion of the network that permit applies to. i.e. art., 90"oe +nPON 10*A, 146—a..hnw DOT, Municipality,Coun ,etc. GL9"I " - "'"" *' � �_ " County, :•..: 2M2. � 0.0" ibm, w,m Pictures of Construction-By requiring pictures along the path of the construction,and loading them into Verofy,we can ensure quality. Our project managers review all pictures to ensure Handholes are placed appropriately,aerial networks are hung the right way,etc. Final Close Out Documents-Our close out documents include full as built records that solidify the quality of the work. Our thorough project management approach gives us the confidence that we can be proud of the level of work associated with our name.This is important because we will continue to operate the network for the Long term,so starting with a quality network deployment makes it that much easier for us to manage. 17 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) . girl *Vero-GRC Deployment Schedule PPP Grant Phase 1 City of Ukiah.pdf is included in the.zip file with our proposal 18 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) 71i Utilizing the sites data found in the RFP requirements document,Vero has created a"Feasability Level Design"(FLD)that connects the 14 CAI's and 375 grant funded sites to the network. We have designated this portion of the project as"Phase 1"of the buildout. Phase 1 will complywith all of the requirements defined for the use of grant funds,and will be constructed for and will be owned by the city of Ukiah. It is the intention that this portion of the network will subsequently be leased by Vero,and operated by Vero per the terms of the PPP agreement. Vero and the City of Ukiah will work together to have the network constructed by Glass Roots Construction before the designated completion date of October 23,2026. �/w.tlpadlsr�.ad � i4W 19 The City of Ukiah Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Ili 1 Pew Des #ipmdMum" Aff iaf S%n Footor FC04P Toil F004e Penmdv e CAI is DOW 3AR Ass !ice Y Grad+"MWbMtsh X'M Skm AM MRAW so After creating the FLD for the original 14 City sites and 375 grant funded sites,the network would incidentally pass an additional 1358 locations as well as 2 additional CAIs. These sites do not require any additional footage and thus,any additional cost to the Phase 1 budget. As seen above,the design is 75%aerial that includes 660 poles.In our budget estimates,we have used assumptions from the previously provided data to estimate the number of Pole Change Outs(PCOs)as well as additional make ready fees. If additional funding or data can be provided that would reduce this line item on the budget,it would reduce the overall expected project costs for Phase 1 2❑ The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Beyond the grant-funded network,Vero plans to invest in phased private expansion to cover additional areas of Ukiah and the surrounding community. Our initial estimates are targeted at a total service area that will cover 4,741 additional sites,with anticipated private investment by exceeding$10 million. We are looking at this as"Phase 2"of the project,and welcome feedback on additional areas that meet our financial criteria. +► Sam 21 The City of Ukiah Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) ROD&2 Props"VOURM '1llsss lyWW i00bV F~ ftW PWMM Phu 1 1^ MW AIM "MAD AS phase 2 4WOU XR-W sum 7skm an Total #W 7n-e ly5am NOW& 611111111; The total project between Phase 1 and Phase 2 would aim to provide comprehensive coverage and FTTH services to the residents and businesses throughout the City of Ukiah. The total number of Households Passed(HHP)(sum of unit counts at all locations)for each Phase is assumed to be higher than the number of Sites shown in calculations above. The estimated total number of HHPs are an indication of the total potential serviceable customers that this project will serve. Sites HHP Phase 1-CAI 16 16 Phase 1-Grant 402 985 Phase 1-Non-Grant 1,358 2,722 Phase 1 Total 1,776 3,723 Phase 2 4,741 6,895 Phase 2 Total 4,741 6,895 Total Project Estimate 6,517 10,618 *Please note that the HHP values above are ESTIMATES ONLY using unverified unit count data 22 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Vero has completed an initial analysis and cost estimate for both phases of the project,with Phase 1 (connecting 14 City anchor institutions and 375 grant-eligible locations)detailed in the attached Project Budget worksheet. The updated Project Budget reflects the City's budget framework and confirms that the maximum $3,277,254 in grant funding will be allocated to construction activities.Any costs exceeding this amount will be fully covered by Vero.We understand the City has no additional resources to offset overruns,and we commit in writing to assume full responsibility for these costs. In alignment with this commitment,Vero will actively pursue cost-saving measures to reduce the need for additional subsidy.Our broader market build strategy in Ukiah means that any overruns will be absorbed into overall market economics—ensuring the City's network is completed using only grant funding while maintaining long-term operational sustainability for Vero. Key Assumptions in the cost model provided are: • Scope limited to the distribution network the part of the system that carries service from the core network to neighborhood-level connection points.This does not include the activation network(drops,customer equipment,and installation)that connects individual premises to the distribution system. o Under FFA guidelines,a location is considered"passed"without drop,equipment,or installation;separating distribution from activation clarifies long-term ownership—City retains distribution,Vero owns and maintains activation. • Prevailingwage rates applied for all laborto ensure FFA compliance. • While not included in the Project Budget,Vero does expect to have a significant investment in subscriber activation fees for this project,and will coverthe costs associated with both Grant Eligible,and Non-Grant Eligible Locations passed by the network. Vero uses the following estimated costs per subscriber: Subscriber Activation Costs Materials Aerial $150.00 Drop Labor Aerial $400.00 Materials UG $150.00 Drop Labor UG $800.00 Install Labor $100.00 Install Materials $50.00 CPE $95.00 23 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Total Activation Costs/Sub $795.00 Aerial Total Activation Costs/Sub UG $1,195.00 Based on 75%of Phase 1 being Aerial construction,Vero estimates an estimated activation cost per subscriber of$897.00 In addition,Vero will ensure that the cost to connect all 14 City Locations identified in the RFP will be connected and costs included in the construction estimates provided as part of the Project Budget. Pole replacements and make-ready costs remain as one of the largest risks in this project,and Vero has worked with the City to develop the following Pole Replacement&Make-Ready Approach: • $1.7M in grant funding allocated to pole replacements. • If costs exceed this,the City will seek additional sources(e.g.,up to$500k from the Electric Department for non-compliant poles). • If City funds are exhausted,Vero may choose to contribute to close the gap. • If final costs still exceed available funding,either parry may opt out once 100%design and O- Caics are finalized,or earlier if escalation becomes apparent. 24 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED$-14-2025) Commitment to Partnership Vero Fiber and GRC are prepared to execute the Public-Private Partnership Agreement with minimal modifications.Our teams are aligned with the City's vision for open access,affordable service,and community benefits. Below is a High-Level Term Sheet that outlines the terms of the partnership that Vero is willing to accept and incorporate into a final agreement with Ukiah. City of Ukiah&Vero Fiber Networks—August 14,2025(Draft) MOM QpPotion, i o lwm a.o � (A-1w. • Public Partner:City of Ukiah Parties • Private Partner:Vero Fiber Networks(Glass Roots Construction as construction partner) if P64 SA"AW S- b • City owns all grant-funded assets and network backbone Ownership&Management • Vero leases 288 strands of dark fiber(240 strands for Vero, 48 for City use)and operates/maintains network under a 35-year agreement. gMpathaW ohm f li?iti1 lC is * ptilga MkIW.Qbf byvAnfDjQ=9A4tft== ow rk L.4Ei00 Fey forWiro:to Uilllxe W=k M. pbi.IM sld.dit{nnal allLZ ffi4MWV&Mfik l"VA& i0 elf • Affordable Service tiers:Packages starting at$49.95 Service Commitments _ . Low Income ualified Plan:$39.95(100/100 Mbps) 26 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) 1 11111114 Jill of bl a N a 51 a a a !� a 25 The City of Ukiah Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) • No-cost symmetrical Internet service to Ukiah Civic Center + Maintenance of dark fiber to Phase 1 City facilities • Open access network allowing sublease of unassigned fibers �Y, ii� MEMO-Mab • City retains ownership of network infrastructure • PPP Agreement to include mutual ability to terminate the project after pole engineering is completed,and magnitude Risk Allocation of costs associated with pole replacements and/or make- ready work to be fully understood. Vero and City will work together to manage as appropriate,with intentions to keep project moving forward unless costs exceed each parties' ability to fund. • Semiannual reporting:subscriber counts,financials,and Reporting&Oversight GIS mapping of network • City audit rights and five-year review of reporting requirements x l tel 7fhi xYOn1w+;Uaotrfrgrn mtcKmm &MM Vero will work quickly on finalizing the detailed terms of the public-private partnership agreement to ensure alignment between all parties.Concurrently,Vero and the City will collaborate to develop a joint community engagement plan that informs and involves local stakeholders throughout the project lifecycle. 27 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Vero employs an extremely experienced leadership team across our market segments. We pride ourselves on having the best team in the industry and continue to attract top talent to support our mission. Below are the primary points of contact regarding this partnership proposal: Vero Fiber Key Personnel: Sunita Chief Executive Sunita joined Vero in January of 2022,bringing with her over two Krishna Officer decades of telecom experience.She drives the growth and success of Vero,leading the FTTH day-to-day operations and business strategy execution.Prior to Vero,Sunita held multiple leadership roles at Zayo, Y including VP,Strategic Projects and VP,Colocation. Evan Biagi Chief Revenue Evan joined Vero in December of 2021 as Chief Revenue Officer,leading Officer FTTH growth and expansion strategy.His extensive telecom background includes leadership roles at Visionary Broadband,where he drove FTTH expansion in Colorado,secured state and federal broadband grant funding,and scaled operations to serve rural markets. Matthew Executive Vice Since joining Vero in 2023,Matt has driven the growth of Vero's FTTH Brouker President of business through market expansion,product strategy,sales,marketing, Business and network deployment,with a strong focus on customer experience. Operations Prior to Vero,Matt was President at Congruex,and held leadership roles at 6 Degrees and Zayo Group. Kevin Executive Vice Kevin joined Vero in July of 2022 as EVP,Sales,leading the field sales Fitzgerald President of and marketing initiatives. Kevin has an extensive sales background, Sales and with most recent roles at Flexential and Iron Mountain. Kevin manages Marketing the sales organization across states and regions,accelerating Vero's growth in each community through a unified strategy. Dax EVP,Engineering Joining as EVP,Engineering in 2024,Dax utilizes over 25 years of Fujimoto telecom experience to manage the design,architecture,maintenance, and optimization of the network infrastructure for Vero.Prior to his current role,Dax was CTO of Wyyerd,and held key roles at Zayo Group, VoicePipe,and ICG Communications. Andrea VP,PMO Andrea joined Vero in 2024 as VP,Project Management Office,where Giersdorl she focuses on optimizing cross-functional processes,data,and toots to enable Vero's business strategy and continued growth. Prior to Vero, Andrea geld leadership roles at Zayo Group across business operations,FP&A,IT,and data analytics. Leanne 5VP,Finance Since 2021,Leanne has leveraged over 16 years of experience to lead Lang Vero's finance and accounting. She has expertise in tax,mergers& acquisitions,financial integrations,audit,and compliance. Prior to 28 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Vero, Leanne was the Sr Director of Accounting for Zayo Group,where she managed global corporate&segment accounting. Crosby VP,Network Crosby is an Army Veteran with over 25 years of telecom experience in Lanham Operations Network Operations and technical support. Crosby ensures stability and communications across our network while focusing on customer experience. Prior to joining Vero in 2023,Crosby held leadership roles at Zayo Group,as well as Windstream and Sprint. Anthony SVP,Outside Anthony joined Vero in 2024,bringing deep expertise in fiber network Lingis Plant design and project management.Priorto joining Vero,he held leadership roles in Sales Engineering and Fiber solutions for Zayo Group. His experience in network infrastructure and engineering ensures Vero's FTTH projects are executed with precision,from design L _ to construction. _ Doug President Doug is the President and cofounder of ClearNetworx and Deeply Seacat Digital. He brings over 20 years of experience bringing customer- focused solutions to the communities in which we serve. Clearnetworx was acquired by Vero in 2022,where Doug continues to manage day-to- day operations and strategy execution for this business unit. Glass Roots Construction Marty Chief MartySnella has been an Executive Leader in the Telecommunications, Snella Executive Cable and IT industries for over 40 years.Marty served as CTO and CIO of Officer Zayo Group,LLC from January 2008 to May 2014,and then most recently rejoined Zayo from 2020-2023 and served in several capacities including CNO.From 2014-2020,Marty served as CEO of Denovo Ventures,an Oracle Cloud Platinum partner. Sean Glynn Chief Sean joined Vero in January 2025,bringing with him over two decades of Revenue telecommunications industry experience in solutions engineering,Network Officer Operations,and Strategic Account Sales Leadership. Newied VP Nano is a seasoned professional with over a decade of experience in the ("Nano") Northern telecommunications industry. Nano and his team successfully completed Eshagzai California the 163-mite Digital299 fiber optic project from Arcata,CA to Redding,CA on-time and under budget,marking delivery of one of the most challenging long-haul projects in the continental U.S. Proposal Contact Information Evan Biagi Sean Glynn Chief Revenue Officer,Vero Fiber Chief Revenue Officer,Glass Roots Construction 970-855-5515 303-589-5416 29 The City of Ukiah Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) • Audited Financial Statements(Vero Fiber and GRC) ***Confidential*** • Bonding and Insurance Confirmation Letters • Certifications -j Fair Employment o Workers'Compensation o Nondiscrimination • California Secretary of State Cert • Preliminary Network Design PDF c Phase 1 Design(Grant Area) o Phase 2 Design(Preliminary City Expansion Areas) • Subcontractor Disclosure Form • Project Timeline and Milestones • Vero Low-Cost Service Option • Banking Reference Letter • Phase 1 Cost Model(Project Expenditures Estimated Direct Costs V2) This proposal demonstrates Vero Fiber and GRC's commitment to delivering a successful Ukiah Gigabit Fiber Project that meets grant requirements and serves as a catalyst for digital transformation in Ukiah. Information contained in this document is intended for the sole use of the recipient and shall be deemed proprietary and confidential and not to be distributed or disclosed to any 3rd party without prior written consent. 30 The City of Ukiah I Public-Private Partnership for Fiber Proposal(UPDATED 8-14-2025) Y4 Speed You Can Believe In, August 12,2025 Prepared for the City of Ukiah (Oik %,try 4 V"ah ftc REQUES7 �full c-ft� Pl r NO to Dedgm a rwc t OWs ice►O Rmded Mah GfgWi t Fbw Prr t and Operaw and OkWintalm Clllty Owed F Colt t k UWdw a Lcmg-Tem Lease AgNmment Ver('�' FSER August 12,2025 Dear Mr.Fisette, Vero Fiber is providingthe following Addendum to the previously provided Proposal dated July 25,2025 in response to the Required Revisions to Vero Proposal related to the RFP:Public-Private Partnership to Design and Construct the City's FFA Grant Funded Ukiah Gigabit Fiber Project and Operate and Maintain the City Owned Fiber Optic Network Under a Long-Term Lease Agreement. We hope that this addendum addresses aft concerns and allows us to move forward with City Council approval,and subsequently execution of a PPP Agreement with the City. Thank you for your continued consideration, Evan Biagi Chief Revenue Officer 970-855-5515 2 The City of Ukiah I Public-Private Partnership for Fiber Proposal-ADDENDUM Vero 1.Project Construction Budget • Maximum Available Budget:$3,277,654 • This amount must cover the following components: o Permitting o Aerial Fiber o Underground Fiber o Access Network(low-count fiber lines from optical splitters to ONTs at each subscriber premise) • Reference:See Attachment 3 for detailed breakdown. Vero has provided an updated Project Budget worksheet that uses the latest estimates from our initial design and cost categories. We understand that the categories may not match what was originally provided,but it we believe the resulting outcome of the budget meets the intentions of the project. The budget clearly shows that the maximum available budget of$3,277,254 will be used for construction activities,and any other required components of the project will be covered by Vero as match/additional contribution. 2.Scope of Coverage-Service Drops RFP/Addendum Requirements: • The scope must include: Design and engineering Construction of the fiber backbone Service drops to each subscriber Long-term operations and maintenance Issue with Proposal: • The current proposal(Phase 1 cost model)excludes: v Drop costs o Subscriber equipment o Activation fees • It currently includes only the distribution network. This exclusion directly conflicts with the RFP requirements.Service drop installation must be part of the core project scope. Required Revisions: • Vero must: 3 The City of Ukiah I Public-Private Partnership for Fiber Proposal-ADDENDUM vero, FSER Commit in writing to covering all excluded costs using match funding. } Clearly confirm that Vero will cover any cost overruns beyond the$3,277,654 FAA grant contribution. Acknowledge that the City's financial contribution is limited to the grant funding only. o Commit to completing the system build within the available budget or cover all additional costs required. Vero believes the adjustments to the Project Budget(attached)address many of the concerns outlined in the required revisions,including clearly stating the maximum budget to be allocated to Vero and .I confirming that Vero will cover any cost overruns. However,it is important to note that the Project Budget intentionally excludes: • Drop costs • Subscriber equipment • Activation fees By excluding these,the City's network build scope is focused solely on the distribution network.Vero understands that under the FFA grant guidelines,a location can be considered"passed"without the drop cable,subscriber equipment,or installation being completed.Separating distribution from activation also clarifies long-term ownership:the City would own the distribution network,and Vero would own and maintain the activation(drop)components for customers. This approach aligns with the project's overall objectives while reducing uncertainty around reimbursement for activation costs,which are dependent on when and if eligible locations choose to order service. 3.Pole Replacement Project • The Pole Replacement Project is a separate City-led effort. • $1,700,000 of the total FAA grant funding is allocated to this project. Vero understands that the true costs for pole replacement and pole make-ready activities will not be fully understood until after engineering has been completed. As such,we accept the following solution as presented to us to be incorporated into the final PPP agreement as a suitable solution: The City has$1.7 million in grant funding allocated for pole replacements.If the total cost exceeds this amount,the City will seek additional funding sources to bridge the gap.For example,if poles are already out of compliance in their current condition(before fiber is attached),the City's Electric Department may 4 The City of Ukiah I Public-Private Partnership for Fiber Proposal-ADDENDUM vera ... be able to contribute up to$500,000 for those replacements.However,the City cannot commit to covering any cost overruns until a firm count of replacement poles is established.Once that count is known,the City can determine the amount it can contribute beyond the$1.7 million grant.If the City's resources are exhausted,Vero may choose to contribute funds toward the replacements to close the gap. If total costs still exceed available funding,the Cityproposes including an opt-out provision for either parry once the final design is complete(100%design and O-Calcs finalized)or earlier if cost escalation becomes apparent. Vero will make note of this in the UPDATED High-level Term Sheet as part of this response. 4.Engineering&Project Management Costs • As stated on page 23 of the Vero Proposal: o Engineering and Project Management costs are not reimbursable by the grant or the City. o Vero must absorb these expenses. Vero's latest Project Budget outlines that these costs will be covered by Vero. 5.Cost Proposal Alignment • Revise the cost proposal to match the City's budget framework provided in the Excel sheet:"Project Expenditures Estimated Direct Costs." • If your revised project budget exceeds the listed values: o Provide a written commitment confirming Vero will cover all cost overruns. o The City has no additional resources beyond the grant funds. o Submit a reconciliation plan outlining how overages will be funded by Vero. o Identify cost-saving measures or confirm secured match funding sources. Vero's updated Project Budget reflects the City's budget framework and confirms that any costs exceeding the grant-funded amount will be covered by Vero.We understand that the City has no additional resources to offset budget overruns,and we commit in writing that Vero will assume full responsibility for any such costs. i In alignment with this commitment,Vero will actively pursue cost-saving measures to reduce the need for additional subsidy.Our broader market build strategy in Ukiah means that any overruns will be absorbed into the overall market economics,ensuring that the City's network is completed using only the grant funding while maintaining long-term operational sustainability for Vero. 5 The City of Ukiah I Public-Private Partnership for Fiber Proposal-ADDENDUM veraRE.R 6.Service Drop Installation Requirements • Include service drop installation forallgrant-eligible sites. • Provide: * Unit cost assumptions r, Quantities for: ■ Drops • Customer Premise Equipment(CPE) ■ Activation * Total matching commitment amount(minimum$659,107.00) 40 Reference the attached Excel sheet:"Project Expenditures Estimated Direct Costs." See Answer to#2 above. Also,Vero does expect to have a significant investment in subscriber activation fees for this project,and will cover the costs associated with both Grant Eligible,and Non-Grant Eligible locations passed by the network. Vero uses the following estimated costs per subscriber: Subscriber Activation Costs Materials Aerial $150.00 Drop Labor Aerial $400.00 Materials UG $150.00 Drop Labor UG $800.00 Install Labor $100.00 Install Materials $50.00 CPE $95.00 Total Activation Costs/Sub $795.00 Aerial Total Activation Costs/Sub UG $1,195.00 Based on 75%of Phase 1 being Aerial construction,Vero estimates an estimated activation cost per subscriber of$897.00 In addition,Vero will ensure that the cost to connect all 14 City Locations identified in the RFP will be connected and costs included in the construction estimates provided as part of the Project Budget. B The City of Ukiah I Public-Private Partnership for Fiber Proposal-ADDENDUM veroRBER 7.Service Level Agreement(SLA) • Submit a copy of Vero's standard SLA for business customers. • This document will be attached to the final Public-Private Partnership(PPP)Agreement as the service-level standard between Vero and the City. [Vero will provide a copy of our SLA to include in the PPP agreement within the upcoming week. 8.Edits to Vero Proposal Page 24-Key Terms>Financial Terms • Replace: "Network build costs for Phase 1 covered by City of Ukiah" With: "City will provide up to$3,277,654 to construct fiber optic network. Vero will cover any additional costs required to complete project construction." Page 25-Key Terms>Risk Allocation • Strike the following statement/bullet point: "• Vero and GRC will work diligently to complete the project by the CPUC-imposed deadline,with the City confirming that the construction funding amount will not be reduced if delays occur due to circumstances beyond Vero's control." Vero has updated the High-Level Term Sheet below that will be used to define the underlying PPP agreement between parties. Addition of proposed language and other revisions are shown inRO& 7 The City of Ukiah I Public-Private Partnership for Fiber Proposal-ADDENDUM veto' ;EE Items updated from original proposal(July)are shown in Ill. City of Ukiah&Vero Fiber Networks-August 2025(Draft) 4L • Public Partner:City of Ukiah Parties • Private Partner:Vero Fiber Networks(Glass Roots Construction as construction partner) • City owns all grant-funded assets and network backbone • Vero leases 288 strands of dark fiber(240 strands for Vero, Ownership&Management 48 for City use)and operates/maintains network under a 35-dear agreement. WON" WPM" • Affordable Service tiers:Packages starting at$49.95 * Low Income Qualified Plan:$39.95(100/100 Mbps) Service Commitments • No-cost symmetrical Internet service to Ukiah Civic Center • Maintenance of dark fiber to Phase 1 City facilities 8 The City of Ukiah I Public-Private Partnership for Fiber Proposal-ADDENDUM Verb • Open access network allowing sublease of unassigned fibers • City retains ownership of network infrastructure • "6"Avewwk 1l®vdul* giiuldu i� ii t@ ' Risk Allocation rt�alpy�tcft�� r .ldran®aur�l rpetliil►acefllk �Jl dit' :ice" _ _ _ �eii6pitrai�pbdl. . ef�o,�al,�a�5ra • Semiannual reporting:subscriber counts,financials,and Reporting&Oversight GIS mapping of network • City audit rights and five-year review of reporting requirements . . ` ITr—W (�1 �v27 s The City of Ukiah Public-Private Partnership for Fiber Proposal-ADDENDUM veraRBER + Updated Project Budget(Project Expenditures Estimated Direct Costs V2) + Vero Fiber's Standard SLA for Business Services(pending) This proposal demonstrates Vero Fiber and GRC's commitment to delivering a successful Ukiah Gigabit Fiber Project that meets grant requirements and serves as a catalyst for digital transformation in Ukiah. Information contained in this document is intended for the sole use of the recipient and shall be deemed proprietary and confidential and not to be distributed or disclosed to any 3rd party without prior written consent. 10 The City of Ukiah I Public-Private Partnership for Fiber Proposal-ADDENDUM Exhibit K From: uOr.lose To: Ivan L.M Cc: 0.3i.dL03; i Subject: RE:Vero Fiber RFP Response:Public-Private Partnership Ukiah Fiber Network Date: Wednesday,August 13,2025 12:45:00 PM Attachments: lniaeed6t LW Hi Evan, I'm following up to see if you would consider submitting these changes as revisions to the original agreement.The addendum format doesn't prevent us from moving forward but there is a consensus on our end that a revised copy of the original proposal would create a cleaner and more streamlined presentation to our City Council as well as the eventual contract.Thanks. �riamOW Purchasing Manager 411WM SWW tW8KCA9FWW From: Evan Biagi<ebiagi@verofiber.com> Sent:Tuesday,August 12, 2025 3:40 PM To: Myles Fisette<mfisette@cityofukiah.com> Cc:Sean Glynn<sglynn@glassrootsconstruction.com>;Winn Morley<wmorley@verofiber.com> Subject: Re:Vero Fiber RFP Response: Public-Private Partnership Ukiah Fiber Network Hi Myles, Apologies forthe late-day delivery,but I've attached an addendum to our proposal addressing the points outlined in your requested updates.I'm hopeful that our recent conversation helps fill in any remaining context,but please don't hesitate to let me know if you need additional details or clarifications. Best regards, Evan I Chief Revenue Officer Vero Broadband, LLC O s 970-855-5515 M S970-846-1475 tr This email may contain information that is confidential.The contents of this email are intended only for the recipient(s) listed above. If you are not the intended recipient, you are directed not to read,disclose, distribute, or otherwise use this transmission. If you have received this email in error, please notify the sender immediately and delete the transmission. Delivery of this message is not intended to waive any applicable privileges. From: Myles Fisette<mfisette@cityofukiah.com> Date:Tuesday,August 12,2025 at 9:20 AM To: Evan Biagi<ebiagi@verofiber.com> Cc:Sean Glynn<sglynn@glassrootsconstruction.com>,Winn Morley <wmorley@verofibe r.com> Subject: RE:Vero Fiber RFP Response: Public-Private Partnership Ukiah Fiber Network [External] Hi Evan, I'm checking for an update on the revisions. I understand the quick turnaround may be challenging but we have a deadline that we are required to meet to submit projects to make the City Council meeting agenda and it's critical for this project to make the next meeting.We appreciate your support and understanding and please let me know if there are any more questions on this.Thanks.. HyMs Fis�.Purchasing Manager 411 VftS1CWVSb1ftU&WkCA254W " -6M From: Evan Biagi<ebiagi@verofiber.com> Sent: Monday,August 11, 2025 2:54 PM To: Myles Fisette<mfisette@cityofukiah.com> Cc:Sean Glynn <sgtynn@glassrootsconstruction.com>; Winn Morley<wmorley@verofiber.com> Subject: Re:Vero Fiber RFP Response: Public-Private Partnership Ukiah Fiber Network i Thanks,Myles—Just want to make sure that you are ok with adding a day for us to prepare our formal response once we get this information back. Just didn't want to cause an issue on that front,but we realty need to work through these items before we can feel confident in agreeing to the proposed changes in our proposal. Please let me know if you think this will be an issue. Best, Evan From:Myles Fisette<mfisette@cityofukiah.com> Date: Monday,August 11,2025 at 12:26 PM To: Evan Biagi<ebiagi@verofiber.com> Cc:Sean Glynn<sgtynn@glassrootsconstruction.com>,Winn Morley <wmorley@verofi ber.com> Subject: RE:Vero Fiber RFP Response: Public-Private Partnership Ukiah Fiber Network [ Externaij Hi Evan, I'll work on getting you these answers ASAP. ll esRset , Purchasing Manager 4111 mrsuaftudeLCASSM (AM 4 , W pi -limn From: Evan Biagi<ebiagi@verofiber.com> Sent: Monday,August 11, 2025 11:10 AM To: Myles Fisette<mfisette@cityofukiah.com> Cc:Sean Glynn <sglynn@glassrootsconstruction.com>;Winn Morley<wmorley@verofiber.com> Subject: Re:Vero Fiber RFP Response: Public-Private Partnership Ukiah Fiber Network Hi Myles, Thanks for the great news,and for the detailed feedback on our proposal.We'd like to confirm our understanding on a few key items so we can ensure our revisions are aligned with the City's expectations and the grant requirements: 1. Pole Replacement Costs—We understand that$1.711 of the FAA grant is allocated to the City-led Pole Replacement Project.However,we would like to make sure this estimate covers the entire"Phase 1"project area. Our latest estimate for Phase 1 indicates approximately 660 poles would be used. Can you confirm whether this allocation is sufficient,and if any additional pole replacements beyond this budgeted amount would be City-covered or if those costs would fall entirely to Vero as part of the match funding? z Ownership of Capital-Funded Network Segments—If Vero contributes capital beyond the grant to expand scope or address overruns(e.g.,distribution extensions or additional infrastructure),can we confirm whether those network segments would be owned by Vero or the City under the final PPP agreement? 3. Distribution vs.Drops Allocation—Based on our estimates,we believe that we would need to re-allocate the customer related expenses of the budget toward the distribution network(backbone),which is why our original proposal excluded drop costs and subscriber equipment with the intent of funding those separately through Vero's ongoing operations. Given the RFP requirement to include drops,are you open to discussing a revised budget allocation that ensures the funds are used for backbone,while still meeting drop installation obligations through Vero funding this portion of the project? Once we have clarity on these points,we can finalize a revised cost proposal,match funding commitments,and updated scope language to fully comply with the RFP. Also,happy to jump on a call today to discuss some of these details live if that would be helpful. Please let me know so we can get you some final answers by EOD. Thanks, Evan From: Myles Fisette<mfisette@cityofukiah.com> Date: Friday,August 8, 2025 at 4:49 PM To: Evan Biagi<ebiagi@verofiber.com> Cc:Sean Glynn<sglynn@gtassrootsconstruction.com>,Winn Morley <wmo rley@verofiber.co m> Subject: RE:Vero Fiber RFP Response: Public-Private Partnership Ukiah Fiber Network � Externatj ' Hi Evan, am pleased to inform you that City staff has evaluated all proposals for the Ukiah Gigabit Fiber Project Partnership and decided to move forward with the Vero Fiber submission.Your proposal clearly demonstrated your team's experience and a well-considered approach that aligns with the City's expectations. During our review,we identified the attached discrepancies where your proposal deviated from the specifications outlined in the RFP. Please submit a revised proposal addressing these discrepancies by the end of day on Monday,August 11 th. Following receipt and verification of the revised proposal,we will provide you with a final draft copy of the contract that will be submitted to the City Council at their August 20th,2025 meeting for final approval and award.Once approved,we will send back out to you, and you will have 15 days to return signed hard copies, insurance dots, bonding,etc. Thank you foryour commitment to this project.We look forward to working with you. HsFftelW Purchasing Manager 11VaW K CA954n 4634025..M 11satteat Itvdfg ki a h_c am From: Evan Biagi<ebiagi@verofiber.com> Sent: Friday,July 25, 2025 2:59 PM To: Myles Fisette<mfisette@cityofukiah.com> Cc:Sean Glynn<sglynn@ glass rootsconstruction.com>;Winn Morley<wmorley@verofiber.com> Subject:Vero Fiber RFP Response: Public-Private Partnership Ukiah Fiber Network I Dear Myles and City of Ukiah Team, Please find attached our response to the City's Request for Proposals for a Public-Private Partnership to design and construct the FFA grant-funded Ukiah Gigabit Fiber Project,and to operate and maintain the City-owned fiber optic network under a long-term lease agreement(RFP released June 25,2025). We're excited about the opportunity to partner with the City of Ukiah and believe that the combined capabilities of Vero Fiber and Glass Roots Construction position us well to deliver a successful and impactful project. If there are any questions or if clarification is needed regarding any part of our submission,please don't hesitate to reach out.We would also appreciate confirmation of receipt to ensure our proposal was submitted in accordance with the RFP requirements. Thank you for your consideration. Best regards, Evan Biagi ver ErrNw iil�a oChief Revenue Officer Vero Broadband, LLC i 970-855-5515 N i 970-846-1475 r s 0 B R E s;RhWQ115VVM l3RF.ram W s wwwstelmi P_cnttf This email may contain information that is confidential. The contents of this email are intended only for the recipient(s) listed above. If you are not the intended recipient, you are directed not to read,disclose, distribute, or otherwise use this transmission. If you have received this email in error, please notify the sender immediately and delete the transmission. Delivery of this message is not intended to waive any applicable privileges. 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If you are not the recipient, you are hereby notified that any disclosure, copying, distribution or taking action in relation of the contents of this information is strictly prohibited and may be unlawful. This email has been scanned for viruses and malware, and may have been automatically archived by Mimecast, a leader in email security and cyber resilience. Mimecast integrates email defenses with brand protection, security awareness training, web security, compliance and other essential capabilities. Mimecast helps protect large and small organizations from malicious activity, human error and technology failure; and to lead the movement toward building a more resilient world. To find out more, visit our website. Exhibit L 10/11/2024 Jim Robbins City of Ukiah jrobbins@cityofukiah.com Re: City of Ukiah Gigabit Fiber Project Dear City of Ukiah, Congratulations!The California Public Utilities Commission(Commission)is pleased to inform you that City of Ukiah's application for Last Mile Federal Funding Account(FFA)funding for the "City of Ukiah Gigabit Fiber Project" project and grant request amount of$5,587,154.00 has been approved. Your application was received on 09/28/2023 and posted on the Commission's Last Mile Federal Funding Account webpage. Staff reviewed the applications referenced for compliance with Commission and federal rules,conducted fiscal and technical analysis,and determined your application meets the requirements for a grant under the program.On 09/12/2024 Commissioners considered your application and voted to approve your grant award in Resolution T-17839. The award is predicated on City of Ukiah's agreement to construct its project as detailed in its application.In addition,City of Ukiah also agreed to comply with all federal and state statutes,rules,and regulations covering broadband services and state contractual rules and regulations in accordance with l ee l.kin W ) 11-04_€t—APuci A. I celeraI I LlaW na Acgou", I g�i» liul�.w ttttl�a�l t Et&l Jilt ,A summary of the performance,payment,and reporting requirements are summarized in the Attachment to this letter. For CPUC Staff to begin processing the award,you must complete,sign,and submit the following forms: 1.Consent Form and 2.Either: • Government Agency Taxpayer ID Form (for government entities)or • Payee Data Record Form(for non-government entities) You must submit these documents by uploading them to the 11n d6ntttl Grda-P within 30 days of the date of this letter.If these forms are not uploaded within the required timeframe,the award shall be rescinded. All awards are contingent on available state budget appropriations funding and may be subject to Budget Letter 24-07.1 In Budget Letter 24-07,issued on April 29,2024,the Department of Finance suspended the authority to expend one time funding provided in Section 2.00 of the Budget Acts of 2021,2022,2023,that meets certain criteria. Page 1 of 6 Thank you for your application and please direct any questions to 11 ulln �u !! ��1t�,� , .We appreciate your efforts to provide service to our fellow Californians. Sincerely, W4J tl- (_ &G R4 Maria Isabel Ellis Deputy Director of Broadband Page 2 of 6 ATTACHMENT Summary of Last Mile Federal Funding Account Grant Program Reporting Requirements The award is contingent on the City of Ukiah's agreement to construct the proposed project as detailed in its application. The grant award is also contingent upon fulfilling the requirements as specified in 1,1gcl4lon r 111.) 22-01-055.h►,n�=dix A 1 cdorikI Funding wal Urwa w w.KuWjI�r L� These requirements include,but are not limited to,execution and performance,payment,and reporting requirements.The following summarizes the requirements in ti tizl ` tt�iit Ac uttl Ualdohus but does not replace them.Awardees must submit all reporting documents through the Broadband Grant Portal. Execution and Performance City of Ukiah must sign and submit the Consent Form agreeing to the terms of the award within 30 calendar days from the date of this letter.Failure to submit the signed Consent Form within the required timeframe will result in the Commission deeming the award null and void. City of Ukiah must complete the project within 18-or 24-months,in accordance with the terms of the award.The Awardee must notify the Communications Division of any delays in the project completion or if the awardee is unable to complete the project within the required timeframe.The Commission may reduce or withhold payment,and/or impose penalties for failure to satisfy this requirement. City of Ukiah must communicate in writing to the Communications Division's Director regarding any changes to the substantive terms and conditions underlying the Commission's approval of the award(such as changes to a work plan or budget)at least 30 days before the anticipated change.Substantive changes may require approval by either the Communications Division's Director or by Commission Resolution before becoming effective. Payment and Payment ReQuests Awardees can request payments as the project is progressively deployed.Requests for payments may be submitted at the following intervals: • 10 percent completion •35 percent completion •60 percent completion •85 percent completion • 100 percent completion Payments are based on submitted receipts,invoices,and other supporting documentation showing expenditures incurred for the project in accordance with the approved budget included in the Awardee's application. Awardees must submit a project completion report to request final payment.The final 15 percent(from 85 to 100 percent) will not be paid without an approved completion report. Monthly Contractor Repgritlg California Public Utilities Code section 281(1)(1)(A-C)requires Awardees to report monthly to the Commission the following information throughout the construction phase: Page 3 of 6 •The name and contractor's license number of each licensed contractor and subcontractor2 undertaking a contract or subcontract in excess of$25,000 to perform work on a project funded or financed pursuant to this section. •The location where a contractor or subcontractor described in subparagraph(A)will be performing that work. •The anticipated dates when that work will be performed. Monthly Construction Verification Progress RepgrU Awardees must submit monthly construction verification reports.Within six weeks of the date on this award letter,Awardees must submit: 1.A construction schedule showing key permitting and construction milestones. 2.A high-level design in an acceptable geographic information system(GIS)format. Each month thereafter the construction verification progress reports must include: •An updated schedule for the build • Must show permitting and construction start and completion times based on an Awardee-defined segmentation of the build. • Segmentation must be sufficiently sized to show progress and correspond with payment intervals. •Geotagged photos showing key construction progress and completion, •Updated As-Builts,and •Optical time-domain reflectometer(OTDR) reports for construction completed sections. The geotagged photos,along with the As-Builts and OTDR reports,will be used to track completion of the project and verify the construction schedule,construction activities,and to expedite project reimbursement.Details for the GIS deliverable, schedule format,and geotagged photos can be found in the FFA Construction Verification documentation. As part of the project completion report,Awardees will also be required to provide: •Updated GIS file showing deviations from originally submitted high-level design •As-Built files showing construction prints and work completed •OTDR reports for all fiber terminations Quarterly Repo Awardees must submit quarterly progress reports to the Commission by the due dates shown below.Quarterly Reports must contain the information required in D.22-02-055,Appendix A,Section 14. ZLicensed contractor or subcontractor means any contractor that holds a Contractor's License through the Contractors State License Board Page 4 of 6 Reporting.Period Projget Information:Due to CPUC July l —September 30,2024 October 6,2024 October l —December 31,2024 January 7,2025 January l —March 31,2025 April 6,2025 April 1 —June 30,2025 July 6,2025 July 1 —September 30,2025 October 6,2025 October I —December 31,2025 January 7,2026 January l —March 31,2026 April 6,2026 April 1 —June 30,2026 July 6,2026 July 1 —September 30,2026 October 6,2026 October 1 —December 31,2026 January 31,2027 Awardees are responsible for contacting the Commission at Pedt'r'ulFundingAccoutlt6upuc-eu.gov if the information cannot be submitted on time. The quarterly reports requirement is separate and in addition to the monthly contractor reports and the payment requests. Annual Reps Awardees must annual reports that include the speed,pricing,subscription data(including number of customers enrolled in the Affordable Connectivity Program(ACP),low-cost,and low-income broadband plans),and any data allowance information on all offered plans. The report must also include a weblink with information on the recipient's income-qualified and affordable plans.The associated webpage should provide all plan information,ways to subscribe,and any necessary forms.Additional guidance detailing Federal reporting requirements will be provided post-award. Drmination The Commission or the Awardee may terminate a grant award at any time by delivering ten days written notice to the other party.In the event that the Awardee terminates the grant award,it will be required to refund within 30 days of the termination all payments received for work not completed or not accepted by the Commission. Post-Completmon Sale or,Transfe For three years after project completion,an Awardee must notify the Commission within five days of determining that the Awardee is planning to sell or transfer its assets.The Awardee shall also provide documentation,including an affidavit stating that the new entity will take full responsibility and ownership to comply with the requirements of the Last Mile Federal Funding Account grant and requirements of the U.S.Treasury Department.Returning a signed Consent Form is acceptance of these terms. Additionally,Awardees seeking to transfer assets must file a Tier 2 Advice Letter with the following information: •Purchase price •Copy of the agreement Page 5 of 6 •Binding agreement from the purchaser or lessee to fulfill the terms and conditions relating to the project after such sale or lease •An explanation as to how the transaction would be in the best interests of those served by the project. Reporting requirements and guidelines are subject to change,and CPUC may define additional requirements.Any additional requirements will be posted on CPUC's wehslta. Page 6 of 6 ATTACHMENT 2 California Public Utilities Commission Federal Funding Account, Last Mile Program CONSENT FORM Acknowledgement and Acceptance of Terms C Awardee Name: City of Ukiah Key Project Contact: Jim Robbins,jrobbins@cityofukiah.com,707-463-6708 City of Ukiah Gigabit Fiber Project Project Name: The Awardee identified above acknowledges receipt of the California Public Utilities Commission Resolution or Award Letter for the Project named above and agrees to comply with all grant terms, conditions, and requirements set forth in the Resolution or Award Letter and those in the Federal Funding Account, Last Mile program rules. Undersigned representative of City of Ukiah [Name of Awardee] is duly authorized to execute this Consent Form on behalf of the Awardee and to bind the Awardee to the terms, conditions, and requirements set forth in California Public Utilities Commission Resolution or Award Letter and those in the Federal Funding Account, Last Mile program rules. 7th November 2024 Dated this day of 20 Signature of Awardee Representative: Title: City Manager Printed Name: Sage Sangiacomo Name of Representative's Organization: City of Ukiah Business Address: 300 Seminary Avenue Street address,suite/apt.number Ukiah, CA 95482 City,state,and ZIP Code 707-463-6221 Telephone Number: Email Address: ssangiacomo@cityofukiah.com Exhibit M Table of Contents 00-Application 01-Notarized Affidavit 02 -Applicant Entity Information-Certificate of Good Standing issued by the Secretary of State 03-Applicant Entity Information- Documentation demonstrating partnership financial relationships 04-Applicant Entity Information-Key Company Officers 05-Applicant Entity Information -Organizational Chart,Company History,and Statement of Readiness 06-CEQA Attestation Map 07-CEQA Attestation -Status of Project Environmental studies/technical reports (Part A-Microtrench detail) 08-CEQA Attestation-Status of Project Environmental studies/technical reports (Part B-Magellan Technical Report) 09-CEQA Attestation_Photos of Key Observation Points for the project and a preliminary design of the project. 10- Deployment Schedule-Schedule for all Permit Approvals and Project Construction 11- Financial Qualifications-CPA Audited-Attested Financial Statements for the last three years 12 Financial Qua lifications_F ive-year annual Earnings Before Interest and Taxes(EBIT) projection 13-Government and Community Support Letters of Support or Endorsements 14 -Letter of Credit Requirement_Letter of Credit for Applicant 15 Marketing-Outreach Plan_Plan to encourage subscription of the service in the project location 10/4123,2.07 PM Application City of Ukiah Gigabit Fiber Project Home VsA Funding Opportunities(/s/gms-funding-opportunity/GMS_Funding_Opportunity c/Defau(t) I o Ap&ati sa!o Eeie City of Ukiah Gigabit Fiber Project Project Title Amount of FFA llrant%ndingrequested City of Uloah Gigabit Fiber Project $5,587,154.00 Deteira(71abset-4980-1) files Qlabset•499bl=2) Notes tttabset-e9eb]=14cal) Objections(ltabset•4981;3=09be9) v Applicant Toot Information Plan ID Served Locations 1690 J� Total Locations Served Total Network Invatment 1AW rNPV Unseroed Tout Network Investment Unserved locations s�.15Total Network Investment DA wZaaa.n S2 9e t Moron �C�u�mu--:ive EBITOA 110 Est Cumulative Cont Margin Est Cumulative Revenue 4 s0.3a arArlfl Housing Units Households moo 2,972 Population ESu6idyNeedsJ6.0a Feature Class Coda Count CalEnvimscreen Score .✓ u SociosconomleVuln abilltyIndex County 60." Memotiee High cost Investment Oludyantaged Communkyeategory 4— No HousingUnits Within Tribal Mee 16 0 Census Blocks tow-IncomeArea 83 sa Oisadvantaged Community tow-Income Unserved Locations a 329 Dbadvantaged Unserved locations 0 v Basic information Company/Applicant's Name CPCN/U-Number or penaingCPCN application number,If applicable. City of Uk!ah Contact Person Contact Email Jim Robbats jrobbins@dtyorukjah.com Contact Job Title Project Title Senior Management"All Cityof ukishGi Ad Fiber Project v Project location County/Countles Mendocino Communtty/Communitles Ukiah Projoct Type https:I&roadbandportal.cpuc ca.govlslgms-applicatioNaOK3dDDDOO208NmEAOlcity-of-uklah-gigabit-fiber-project log 1014123,2 07 PM Application.City of Ukiah Gigabit Fiber project v Appikent Entity Information Primary Applicant Entity city/Town Partnership Entity Telephone corporation with a Certificate of Public Convenience and Necessity(per P.U.Code 234) Documentation demonstrating the term.legal,procedural,and financial relationships of a partnership. Applicant Entity Information Documentation demonstrating the term,jggal,pWl;9 mral,and financial relationships of a partnership. Certificate of Good Standing Issued bythe Secretary of State lhttRSilLtauamXi9lE#{A[tf<ram lits i"QMQA;gVAJ3=QQLwabRftsgfgQdMqwgaMkSIRBNuvtlaGQlnfU7cyK20 I Organlratfonal[hart,Company History,and Statement of Readiness to Build,Manage and Operate Broadband Apolicant Entity-Information Oritanizationai Chart,Company mlsitorvL Ige,�edQps[atr 9i43s .lhtt y�4NUOZiai3dooQ4olul5w/y.Trp w3I0lhbrnU lls[111QrPz-f8tHX1I1AH ill I v Key Contact Information Name Title Jim Robbins Senior Management Analyst Address Email Address City of Ukiah 3OD SeminmyAve Ukiah CA 95e82 Phone Number JW115"IffAitsCI4Lffail7m1 Key Company Officers Applicant Entity Information Key Camp�X � v Description of the Applicant's Current Broadband Infrastructure and Eeisting Infrastructure In the Ana A description of the applicant's current broadband Infrastructure and service within five miles of the proposed project The City of Ukiah,the"City of Ukiah Gigabit Fiber Project",and Sonic Telecom LLC do not currently own or operate broadband infrastructure and service within five miles of the proposed project. A description of other providers'infrastructure within the project area which can be leased,purchased or accessed via interconnection,including the stalewide Middle Mile Network The proposed project seeks to connect to the statew de Middle Mile Network adjacent to the US 101 corridor once it has been activated by the State.The statewide Middle Mile fretwork is the publicly available middle mile infrastructure available for the project's use. .. Project Laudon Data The applicant must provide the following: The geographic location of all householdsand housing units gapgtaphfc location of all households and housing1u9b The geographic location of the project elated key networkequipment served by proposed project The specific geographic boundary of the project arm wlthinwhich all project locations will fall(Shapefilel.kml file) elect Location Data The Umdfir gellnhk boundary of the ptpj area withinplgject lorationswill fall Isha �lel.kml file) lhtlRs:llslts"y,salest0[ta QTMd31lApia9t., 1Mn11lo8QWAm9 I httpsYlbrmWbaridportal.cpuc.ca.govlalgins-appt1caWrVaOK3dD00DD2OBNmEAOkity-of ukiah-gigabll-fiber-project 319 1 0 1 421: 2D 37. 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N IAR p I I sc annott f ruenQdAwshsdtdiI neg-frmlabsotrep* eTCht o wtie beset a t 14iwdMillelet i n I r a n t r u C t u re. v M a *A n g ► OPultorno a c h P I to ern c o ■ m res callphOmink a tper ojte eteat i o n I 1 0 a I hltRs:pdLLi.m S a l e s to r c t c a m L s_Lf.1 n l 3P2C�24 O Q g I! ii mdC PB It lb tl dEk finYkilsi0rtlx ya I1 sY$ ,! z I M 9 v 6 o v a mannsdo tm m uSnul ptpyo it L ette ad p p as A n d a rs 9 m a n is fig it 2 1'J EXIC6 Iltlm U r i WILS amp RI LL d n L S E M 1: 0 1 i LEtQl AtiW H1ItI h tl pbs a A d b a n d p eartlgab lv gcnpsu-ca p p I I c a t i o nl a 0 K 3 d 0 0 0 0 0 2 0 B N m E A O l c I ly- o f - u k5i 1 a8h -g 1014123,2.07 PM Application.City of Ukiah Glgabil Fiber Project GFOA Attestation A detailed mao of the Wj%cta JadMdWg g2ggfppby,terrain,aAerial transportation.urban and suburban dgXC1ilp=l,and that Includes the existingand pr000sedlnfrastructurefor the proigl, 1I1t1t1E&Ruc2-MY gSM4 2lg=6b"QVJW�SjeED I • 2.A detailed description of the project,including,project location(city,county,community,neighborhood,etc),length of project,and roadways along the project alignment. The project boundaries of the proposed"City of UkiahGigabit Fiber Project"are the city limits of the City of Ukiah in Mendocino County.The project alignment length is approximately 1S4,000 feet,Including 96%aerial fiber using City of Ukiah Electric Utility Department(EUD)poles,and 4%underground installation.The project backbone isdesigned to use EUD polesalongmaior streets and toads inside the Ukiah city limits,including:State St,Main St,Low Gap Rd,brush St,Perkins St,Clara Ave,Talmadge Rd,Airport Park Blvd,Airport Rd,Hastings Rd,Oak St,Bush St,Clay St,Jones St,and Dora St.Approximately 1 mile of the project will be undergrounded in urban,previously disturbed,areas along four major city streets:bush St,Gobbi St,Airport Rd,and Waugh Ln. &Adetalled description of the project setting,Including,land us#,geography.terrain,arterlal transportation,urban and suburban development,etc. The project setting is the more central areas of the urban environs of the City of Ukiah.Aerialfiberwill be installed using City of Ukiah Electric Utility Department(EUD)poles.Approximately 10,000 feet of fiber will be undergrounded along busy urban city streets in previously disturbed areas.The geography and terrain are qu to flat and urban,and work will be conducted in neighborhoods that were first disturbed and developed many years ago. 4.Provide photos of the KeyObservation Points for the project and a preliminary design of the project M Attestation Prmnde photos of the Kev Observation Points for the MWffnADd,a,pLf IjmjpaIy d4SjSri of the pmj2i;t, S.Assumptions used regarding which type of CEQA review Is anticipated and any citations to CEQA sections and exemptions as appropriate. The California Environmental Quality Act(CEQA)requires a lead agency,as defined,to prepare,or cause to be prepared,and certify the completion of an environmental impact report on a project that It proposes to carry out or approve that may have a significant effect on the environmentor to adopt a negative declaration If It finds that the project will not have that effect.The proposed project,however,appears to meet the criteria for CEQA categorical exemptions under 14 C.C.R.61S301 lExisting Facilities)and 14 C.C.R.11 M03(d)(New Construction).The project,consisting of linear broadband deployment In existing rights-of-way,will connect to broadband switching equ.pment that will serve residential,commercial and institutional customers in an urbanized area.As proposed the majority of fiber cable will be pulled through existing conduit,as well as new conduit,and overhead fiber cable wilt be placed on existing poles thereby limiting newdistu(bances and impact. 6.Does the project consist of the Insbsllation of new facilities primarily In new conduit or within newRightof-Way or previously undisturbed ground? Yen 7.Does the project consist of minor physical changes to existing facilities or the placement of facilities In or on existing buildings? Yrt 8.Will new fiber be Installed in existing conduit,on existing utility poles,or placed underground?H underground,will It be loafed along an existing roadway? New fiber will be installed on existing utility poles(9651 and placed underground 4%).Relatively short undergrounding sections(total of9,600 feet)will be located alongexisting roadways within the city limits in neighborhoods and commercial districts that have already been fully developed and disturbed. 9.If placing fiber on existing poles:will the project comply with the pole loading requirements Of General Order95? Yes,the project will be placing fiber on existing poles.The project will comply with the pole loading requirements of General Order 95. 10.Does the project Involve the installation of undergroundor at-grade hand-holes,pull-bons.and condultvaults?Pleasealso Include description of antid- pated construction activities. Yee,but an vaults,handhotes and boxes are anticipated to fail within the exit"ROW Final phacemerit.numbers,locations,spedfialions and sizes wit be determined during final despn engineering(DE). 11.What Is the total length of the fiber runs?What are the heights/dimesslons of any facil tles(e,4�conduit,poles,alitnets,dishes,antennas or vaults)? The total length of the fiber runs is approximately 154.000 feet.City of Ukiah Electric Utility Department(EDU)poles will be used in the toms space,under 22 h in height.Approximately 10.20 cabinets will be placed along the project length,allwithin previously disturbed urban areas of the City of Ukiah. 12.Are any other permits requlned for the project?What are they(type of permit)and which agency,local,state and federal,will issue them? The followingpermits with be required for the project A CEQA Cat Eli will be pled;City of Ukiah is the lead agency). An encroachment permit will be issued by the City of Ukiah. An aerial installation permit will be Issued byATT. No other permits are anticipated to be required for this project taking place entirely within the city limits of the City of Ukiah.The City of Ukiah will manage the project and will own the fiber optic broadband asset once it has been constructed and installed.A 13.Haw there been any environmental studies/tecMical reports completed for the project?0 Yes,please provide.Failure to respond to this question will be treated as answering No. CEQA Attestation Have there been ally environmental studiesltethnital rermrts cams(p(thg gia,gU21Ly T,ge=QLgV1dL CEOAAttestation Have there beenany environmental f CWect?JfVesA43Sf oroyid@. fhttes Ileoue?.mv_salesfprce comlsic/of3d000ttODSCO71a13d000001ti1VBT/1niSiNSrTEahhttF9xP1PwTTFckOhmxUU914 " 14.Is the applicant aware of any sensitive erwironmentat habitat,scenic highwayor cultural resourees nearthe project site? hitpSllbroadbandporlel.cpuc.ca.gov/sigma-appleabonlaOK3d000002OBNmEAO/city-of ukiah-gigabil-ftheriwgect 718 Guidance to Staff on Information to Requite on-TeleRhone Coruorations NOTARIZED AFFIDAVIT Name of Carrier/Company City of Uki ah Utility Identification Number N/A(city Gov) or check here if Application for CPCN is pending and the CPUC assigned application no., if available. My name is Sa a San iacomo . lam Manager {Title)of City of Ukiah (Company). My personal knowledge of the facts stated herein has been derived from my employment with City of Uk iah (Company) I swear or affirm that I have personal knowledge of the facts stated in this Application for the California Advanced Services Fund, I am competent to testify to them,and I have the authority to make this Application on behalf of and to bind the Company. I further swear or affirm that City of Ukiah [Name of Carrier/Company] agrees to comply with all federal and state statutes, rules,and regulations, covering broadband services and state contractual rules and regulations,if granted fundingfrom the California Advanced Services Fund. I swear and affirm that I agree to comply with Rules 1.11 and 2.2 of the California Public Utilities Commission's rules of practice and Procedure. I swear or affirm,under penalty of perjury, and under Rule 1.1 of the California Public Utilities Commission's Rules of Practice and Procedure, that,to the best of my knowledge, all of the statements and representations made in this Application are true and correct. If City of Ukiah[Name of Company] violates the terms and conditions of a program award or other program and project compliance requirements, it shall be subject to Public Utilities Code Sections 2108 and 2111.The Commission may impose the maximum penalties allowed under Public Utilities Code Sections 2108 and 2111 for failure to meet the program and project compliance requirements,as determined by the Commission. c Signature and title Sage Sangiacomo,City Manager Type or print name and title CALIFORNIA JURAT GOVERNMENT CODE S 8202 A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached,end not the truthfulness,accuracy,or validity of that document. State of California Countyof Subscribed and sworn to(or affirmed) before me on this T"dey of_s eD_tl^4 LAM-20 23 .by Date Month Year UIUS7K LAWWR { {1)Nmw }- r]Gt/N A fC d YLrrO W Comm.Enpirn Ain 2,2029 - (and(2) ), CNome(s)of Signer(s) proved to me on the basis of satisfactory evidence to be the person(s)who appeared before me. Signature A A q, �AWLA Pface Notary Seal andlor Stamp Above Signature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document Oescdptian of Attached Document Title or Type of Document: GutAA.&%," 10 S or% 'In h A4kcvt Document Date. sy Number of Pages: Signer(s)Other Than Named Above: 02019 National Notary Association City of Ukiah Glgablt Fiber Project Certificate of Good Standing issued by the Secretary of State Not Applicable, NIA The Secretary of State of the State of California does not issue Certificates of Good Standing to local city governments in California.This process is for private or non-profit companies or corporations.The project applicant is the City of Ukiah.Therefore,a Certificate of Good Standing would not be applicable to this project. September 28, 2023 sonic, Sonic letter of Intent Dear CPUC FFA Last Mile Program, On behalf of Sonic, a CLEC operating in the State of California,with a proud history spanning over 29 years of delivering high-speed Internet and data services to various communities,we extend our warm greetings. Sonic has a distinguished track record in deploying both aerial and underground fiber infrastructure,which presently interconnects over 150,000 residents and empowers many businesses and enterprises with a comprehensive suite of lit and dark services. Sonic will allow other providers access to the backbone at reasonable rates,to ensure fair and equitable access to available backbone fiber resources. Sonic is excited and committed to collaborating with the City of Ukiah on an application for the SB 156 Last Mile Federal Funding Account grant. This partnership aims to extend the reach of the existing City and Sonic fiber assets to serve 375 CPUC-designated underserved locations. This network will also serve an additional 2,183 locations for a total of 2,558 locations. Our goal is to provide these areas with affordable and market-leading bandwidth capabilities, including 10 Gbps symmetrical gigabit speeds,with a fully subsidized 10 Gbps for those residents signed C up for ACP,thereby bridging the digital divide in these communities. In close collaboration with the City, Sonic has identified a proposed Project Area. This initiative involves the construction of approximately 154,000 feet of fiber into a network backbone, utilizing the state middle mile project forming the cornerstone of our project feeding the 375 unserved locations and a total of 2,558 locations. The funding for this expansion will be secured through the FFA grant. Additionally, independent of the grant Project Area,Sonic is dedicated to expanding its private network to ultimately provide gigabit broadband coverage across the City. The projected cost of the network upgrades and expansion required to connect these 375 unserved locations is estimated to be$6.3 Million with Sonic providing an in-kind contribution of approximately $660,000 for existing network assets that can be utilized, and building drops to the home.The city of Ukiah will also provide $157,000 in in-kind contributions for design engineering. The resulting approximately$5.4 Million will be requested in the grant application. The grant application will fund: • $2.3 Million in Aerial Fiber construction • $900K in Underground construction • $70K in permitting • $500K in Construction management • $1.7 Million in pole replacement/repair and temporary poles • $65K in Central Office access equipment Sonic Telecom, LLC. 2260 Apollo Way,Santa Rosa, CA.95407 707-522 1000 City of Ukiah Key Company (City) Officers City of Ukiah City of Ukiah Gigabit Fiber Project September 2S, 2023 CITY COUNCIL Mari Rodin, Mayor Josefina DuefSas,Vice Mayor Douglas Crane,Councilmember Juan Orozco,Councilmember Susan Sher,Councilmember Allen Carter,City Treasurer CITY STAFF Sage Sangiacomo, City Manager Sannon Riley, Deputy City Manager David Rapport,City Attorney Greg Owen,Airport Manager Tim Eriksen,City Engineer and Public Works Director Sean White,Water Resources Director Craig Schlatter, Community Development Director Neil Davis, Community Services Director Cindy Sauers, Electric Utility Director Daniel Buffalo, Finance Director Douglas Hutchison, Fire Chief Cedric Crook, Police Chief Sheri Mannion, Human Resources Director and Risk Manager 300 Seminary Avenue•Ukiah•CA•95482-5400 Phone: (707)463-6200•Fax: (707)463-6204 www.cityofukiah.com fill OF To 0 E] ll 0 IF, 0 0 Ft , City of Ukiah Statement of Readiness to Build, Manage,and Operate Broadband Network City of Ukiah City of Ukiah Gigabit Fiber Project September 25,2023 The City of Ukiah,with the assistance of its Public Private Partner, Sonic Telecom LLC,is ready and able to build, manage,and operate the proposed broadband network"City of Ukiah Gigabit Fiber Project."The City has staff available to work on the project,such as: professional managers, attorneys, public works project managers,grants managers,power engineers,CAD designers, purchasing department staff,finance department staff, CPAs, and other support personnel. City staff has extensive experience managing and implementing large public works projects in the immediate project area,and the City manages an airport, over 50 miles of local surface roads,an electric utility,and a professional IT department supporting 300-400 staff internet users.Through an Indefeasible Right of Use(IRU) agreement,the day-to-day operations of the fiber optic broadband network will be managed by Sonic Telecom LLC,which has three decades of experience providing excellent broadband connectivity and customer service to hundreds of thousands of broadband customers in California. 300 Seminary Avenue•Ukiah•CA•45482-5400 Phone: (707)463-6200-Fax: (707)463-6204-www.cityofukiah.com Z . fr til lit '?1 � ',�5-�4r' r cis .I wr ti y w CRAFCO MASTIC SEAL L� OVER TRENCH EXISTING CURB U- AND GUTTER ly CL EXIST. ASPHALT P D ° CONCRETE ° PAVEMENT ICKNESS ° VARIES ° EXISTING ,�• ti� BASE ;��� TOP 11 SEE NOTE J19 FOR OF CONDUIT Y FILL INFORMATION NATIVE" FIRST MATERIAL INSTALLED CONDUIT TYPICAL MICROTRENCH SECTION ONTEGRAL CURB AND GUTTER SHOVYN) GENERAL 1. MICRO-TRENCHING SHAD L ONLY BE USED TO INSTALL TELECOMMUNICATION CONDUITS AND ASSOCIATED TRACER WIRES. C 2 THE CONTRACTOR SHALL IDENTIFY ALL EXISTING UTLITIES,INCLUDING SERVICE CONNECTIONS IN THE FIELD.THE CONTRACTOR SHALL CONTACT UNDERGROUND SERVICE ALERT(U.SAj AT LEAST 48 HOURS PRIOR TO START OF WORK AT 0-1-1,OR TOLL-FREE AT 14100422-4133. 3. IF EXISTING UTILITIES ARE DAMAGED.THE CONTRACTOR SHALL IMMEDIATELY NOTIFY THE INSPECTOR,ENGINEER AND UTILITY OWNER TO PERFORM THE REPAIRS PROMPTLY ACCORDING TO THEIR REQUIREMENTS AND PER ASSOCIATED CITY PERMITS, 4 THE FOLLOWING ITEMS SHALL BE SUBMITTED BY THE CONTRACTOR TO THE ENGINEER FOR APPROVAL A. A STREET CROSS-SECTIDN THAT INCLUDES THE FOLLOVNG INFORMATION: (1)THE CURB AND GUTTER.ASPHALT CONCRETE(AC)ROADMY APPROXIMATE THICKNESS,BASE,DEPTH AND WIDTH OF MICRO-TRENCH.DEPTH OF TOPMOST CONDUIT,DISTANCES OF MICRO-TRENCH TO FACE OF GUTTER,CURB,CONCRETE PAVEMENT OR STRUCTURE AS APPLICABLE,AND BACKFILL MATERIAL. B DETAIL SHOWING CONDUIT FROM MAIN MICRO-TRENCH ALIGNMENT TO LATERAL SURFACE CONNECTIONS INCLUDING TO ANY JUNCTIONIPULL BOX.INCLUDE SPECIFIC INFORMATION OF DEPTH.SIZE,AND METHOD OF EXCAVATION BELOW EXISTING CURB AND GUTTER. C. CUT SHEETS OF THE PROPOSED EQUIPMENT PARTICULARLY SUITABLE FOR MICRO-TRENCHING.INCLUDING (1)MICRO-TRENCHER CAPABLE OF MEETING TARGET DEPTH AND VADTH IN A SINGLE PASS V ATH AN INTEGRAL HOOD AND ASSOCIATED VACUUM SYSTEM.SELECTION OF CUTTING WHEEL SMALL BE SUCH THAT IT MINIMIZES DAMAGE To THE ADJACENT AC SURFACE. (2)MOBILE CONCRETEISLURRYPLACEMENT WITH AN ONBOARD VIBRATOR AND NARROW TROVGH TO MATCH MICRO•TRENCH WIDTH, NOT TO SCALE M ICROTRE N CH ING-MASTIC STANDARD PLAN PREPARED BY SUPERSEDES REF ERENCES SONIC TELECOM SHEET 1 OF 25HEET5 ftceti! n M DCamppry Broadband Asset Assessment TECHNICAL MEMORANDUM CITY OF UKIAH To: City of Ukiah Jim Robbins, Grants Manager, Community Development Department From: Magellan Broadband, LLC Will Morat, Senior Broadband Consultant and Project Manager Date: July 3, 2023 Summary Magellan was contracted by the City to undertake a Broadband Master Plan to help the City plan for its current and future data and communication needs while increasing access and digital equity for the community. The first step in this process is to comprehensively identify, map, and evaluate all public and private assets that could be used in expanding broadband access and services in Ukiah. Magellan identified significant infrastructure within Ukiah that can be leveraged for broadband - whether as locations in the public sphere or right-of-way to host equipment, conduit and fiber cable pathways to connect facilities and neighborhoods, opportunities to deploy smart city devices and applications, or integration of public and private assets in innovative partnerships. There were several key assets that stood out during the assessment, including: • Interconnecting the Citys 24 Tier 1 Priority facilities can strategically build out the Citys broadband infrastructure, ensuring equitable access, fostering community engagement, improving administrative efficiency, and enhancing critical services. • The City has a substantial broadband foundation with its 2,059 utility poles. The City can add fiber optic cable to these poles (rather than install underground conduit), and thereby significantly reduce the costs associated with building a broadband network. Page 1 of 20 BROADBAND ASSET ASSESSMENT Page CITY BUILDINGS AND FACILITIES The City of Ukiah has identified 24 Tier 1 Priority sites', as shown in Figure 1. nno 1 ti. 5' •-„y a two a i%pp"r 3 1 1 1 � rend SI t We a r 1 110/Y G8 / 1 yl UKfAH y ret►ti N'M.. Ntdl Q V -/ ASMS f� Z 1 � •il, i C tW`I ;-T'Im„1ra� bra 1 ! � 1 I kFrh •+tl„ rytfl f% - t t x ' i N t ....... City Limits �✓ - Tier 1 Priority City Facility �' ;_. -•L s Figure 1 - City Buildings&Facilities 'The City has identified a significant number of other Tier 2 and Tier 3 sites, including other non- critical City assets,public agency(non-City)facilities,anchor employers and institutions, health care facilities,and educational institutions,that will be evaluated and included in the conceptual network design for future phases. However,the Tier 1 sites are priority sites that require immediate connectivity. www.magellanbroadband.com City of Ukiah BROADBAND ASSET ASSESSMENT Page I'•'' ' 'frr-w•r,w-w " '1. 1 ::.'�♦�•r�1�•+1' + I '�.' ia'l F.:l,•r:, ..f '•.. L f •I I I'• i�' •�,,'• 1 ,1�.�'�i 'I .•rtr� • •' ��( 'i^••�• �'Ti i42.^+� J tir.i�f.•.•,'.•:.� ••i�,i.-• r ..!,�•r, P4r�� ..;:.. •'I•.•ill S� f{ L "� .;! ` -�..1' ..,.L ,i,.+.,4.•:,.,r. :;'�• /. 1: CappLA :7•. 't•'' •i .4r.-r.. : • ' ,;.t,r' :+'P•i ••Y• +1i a11•���±,.� ._ •' �� f I+'i. }�.•i.`a T,• 'I+'�Z'`,..1�,';�1',•,'.••• 4V . 1�....•:�:•.. l'Emfllq • i� •i ; '- ff •+ +r' � N�� r+� '';1�+*�•� +.�.�: N + f•r11 +.w 1 1 (FPurl• O •i1}:.1, • ` +.J+IfIMil'�bww �iA�.:?:'tit:F ''.I; r,{• ;1•. 'r',•; ::: :''': fat �1r + •• �I • �• �`JJ•"•1•:`r.'::'.:e .,rY��r+"{::1d .L•• ,'ti'''; •" Nor,y; r• Plow 1• / i ,�' •L':.',:•'i;.'✓.•. r, 2`i: i' 1• 1 ,• iY . 1 i., '. Yt;IIeryLJtd!•♦ M• . Sj*� Z' 1' r;•;•:; �Jrd',`''':11::r_:- ,`-_fi�':• 1•:•:•.-:: • L;pgli46+►•� � ♦ � � 1 .... •i:'.r�i;�J'��ka�}� . S'1�•,+•''1• .Ys''`- ./•fie �M'•• !! ♦•• • -�F':•`'1�a,`,.{i•'' 't't+ +1"•;•:•1 a\I ••i �M� •■ 4 - '♦N UKI •�iljilAx i • ;.;,;r i rll�j +il+r no tow Ne No a`:' :dry ��.;: ';6alrl ••.` • S iw7' *1Aw9t�. ; -1 •.�.` i r ��j �• •+,• ,,•r'•+,' .. *.'L i•�•i:�rl{ir��4 ' f TZ •� 1 •�••••'•,•'yii''V„ ' P a�•'. '::•�. • •�` •�.e�►�♦7'i OW t w• ki 0:'11r+�1i1'' "ifw'Mp li1•+f7!b' �•••,s••k}'•i 1�1_',.I VI•''7r.r1 .a 8ri1lY 2 lot ''i4:'• �,:':•« fE ..,•':V..... ••'`s'iloo!i><l%Ytfk 1 ��=iiiMM "r. •e1° , i�:" ':+�t'•$I'' Lik ..i I;.•: !Ira ,I.r.'�•. •.�:1k.'.. 1 � �il�:tl! i,•:-'I�'I;•••;•;•,.«•}T��•,• ,1 'r '�'!:t+':.'a:'�•�V:{'•�r;:. 'r' ;{' •rS ialel r ��1411�Ci11�! • .tl r.'.' '•i�'''' iLlr 1> r:':.'y. �.;:'I•,i1{I+ ,:,r It" 1' '�r,r 'd■ 7 p- - , �.'��.••,;'r•"� r� •{J-I;:. ' •'•;Z F',.i+,+,. N1 �•ii r+•.+4t { r`.,fF•• ,1.�•�.. �, -•y._' r .•l.'1.•t�i 1 rJ• 1��'t Vt{.•�3 -. _ ycx�S.:.1 ''t�, � �r"1 j I ,,•.���: '•- +j ...a.•• City Limits ' c.r � �,_ .4 •�.�. city utility Pole .rL�. ..' „y, 1'R ."• • • I— "t{ I';.• �+i • • . Ir, ,_�v {�ir��'„',! •'y ,i.� •` V r • 10 Iw ; r • Figure 2- City Utility Poles Utility poles are typically positioned strategically throughout urban and suburban areas, providing widespread coverage. By utilizing these poles, service providers can extend their broadband reach to a broader customer base, including residential, commercial, and industrial areas. This extended coverage enhances www.magelIanbroadband.com City of Ukiah BROADBAND ASSET ASSESSMENT Pagel i�• � e�:sioaa i cyv�'%n 2r r Carar rl rT 1 41na.h St ospwun_ x 1 � lnrd'St • fii 1 L%bh ' ' 1aQrrl:rU _ a 1 Lvmr x g s urfH �p�rtl� use x ia sl � N ��fit►►►6L 4r �dbl f .. ► 00 1 J r ar in P O Yalar d r R 1 0 r •A '�InulNpal Iitpnri V H _ r - i AUM {y l ......r City Limits Traffic Signal Figure 3. City Trofc Signots Traffic signals are sometimes interconnected with electrical and/or signal control conduit networks. Many signal interconnect networks were originally conduit with twisted copper cables, and some have been updated to fiber cables.These underground conduit networks can be rehabilitated and used to pull in fiber optic cable at a fraction of the cost of deploying new underground infrastructure. www.magellanbroadband.com City of Ukiah BROADBAND ASSET ASSESSMENT Page %_t o 1 riinw000 hkk i urKm.x 9 b} , i � {Ilrulkst ;�,ty «• i , n Yard St ;{ 1 Lbuls r t i valkrGalt >; i 1 (butt UKIAH 001m sir NEi6iiTi�; Pil ± �y,L11j5L � � nyaUylsL �.1 :� •� 1 1 i 1 I• o � � i M Yaima�rR� psi Autum xl' i i l.i■h �Hnnitipol mess... City Limits , ►IriMrl Communication 1 i Figure 5- Towers& WCF PARKS As with public buildings and facilities, community parks can be sites for broadband distribution, locations of need for WI-Fi hotspots, or both. Parks typically offer opportunities to penetrate residential neighborhoods, and municipalities are Increasingly looking to offer free Wi-Fi hotspots as an amenity in the community where people congregate. www.magellanbroadband.com City of Ukiah BROADBAND ASSET ASSESSMENT Page11 education experience, ensuring that every student has the tools and resources they need to succeed academically.There are 17 schools located within the City(see Figure 5). prrr•�unr.r..r.r+.�1_r� . (erlel� � 1 1 1 + 4-11 Sl T-11t IS 'A L_ feed 31 WIN& � t touu # w twlleew + (�idI N }•vesytipaRt 'NIIB 44aeo �� i a � r1 ►U a F ' 1 � r 1 a+ �." A S^ f � �lieCM1 r' 7'a! 1 �• MUM _ a 1 > 1 .`a :%lotilei"I #dam Uepnel It t soonest CityLIMItS :, `��r dh School Figure S-Schools Located within the City Schools serve as Community hubs, and broadband connectivity allows them to extend their impact beyond the classroom, With broadband access, schools can engage parents,guardians, and community members in their children's education. They can communicate important information, share updates,and involve families in the learning process through online portals, virtual parent-teacher conferences, and educational resources accessible from home. www.magellanbroadband.com City of Ukiah BROADBAND ASSET ASSESSMENT Page13 Constructing broadband infrastructure alongside a trail project allows for shared resources and reduced costs. By leveraging the existing construction and excavation activities for the trail, such as digging trenches or laying conduits,the additional expenses associated with separate broadband deployment are minimized. This cost efficiency makes it more economically viable to expand broadband access to areas along the trail. Simultaneously building broadband infrastructure with a trail project ensures a coordinated approach to development. Both projects can benefit from shared planning, design, and construction processes, resulting in streamlined operations and reduced disruptions. This synergy allows for better coordination among stakeholders, minimizing conflicts and optimizing the use of available resources. Constructing broadband infrastructure along a trail brings connectivity directly to the areas adjacent to the trail. This extends the benefits of broadband access beyond the trail users themselves, providing connectivity to nearby homes, businesses, and communities. It helps bridge the digital divide in those areas, enabling residents and businesses to enjoy the advantages of high-speed internet, such as improved communication, access to online services, and economic opportunities. Integrating broadband infrastructure with a trail project opens up opportunities for recreational and educational purposes. Broadband connectivity along the trail can support interactive trail signage, real-time information updates, and educational content accessible through digital platforms.Visitors can access trail-related apps, maps, and multimedia resources, enhancing their overall experience and fostering a deeper understanding of the environment and local attractions. Building broadband infrastructure alongside a trail project ensures a future-proof network. By incorporating fiber optic cables or other advanced technologies, the infrastructure can support the increasing bandwidth demands of evolving digital services and applications. This forward-thinking approach avoids the need for costly retrofits or upgrades later on, ensuring a reliable and future-ready broadband network. Broadband infrastructure built in conjunction with a trail can spur community development and economic growth. High-speed internet access attracts businesses, entrepreneurs, and telecommuters to areas along the trail, fostering economic opportunities and job creation. It also enhances the quality of life for residents, making the area more attractive for families, retirees, and individuals seeking a connected and vibrant community. L www.magellanbroadband.com City of Ukiah BROADBAND ASSET ASSESSMENT Page15 The anticipated routing of the Golden State Network in Ukiah will provide a public- access fiber infrastructure that can provide the City long-haul data transport access to data centers and internet exchanges in Los Angeles, San Jose, and elsewhere. Traditionally, these long-haul transport routes would need to be leased from private organizations. Additionally, the Golden State Network can be utilized to complete local network loops to ensure City redundancy without having to construct and install new routes, creating significant cost savings. The construction of the Golden State Network will provide both cost savings and enhanced network reliability for the City's fiber optic backbone. Private Infrastructure METRO FIBER Metro networks, as the name implies, are designed to connect major sites in relatively dense metropolitan areas to each other and to other service providers, typically via colocation data centers or exchange facilities. Smart city applications can leverage existing metro giber networks to connect data centers and remote devices. Applications with the need for high bandwidth, such as high-resolution traffic and public safety cameras, can be served on metro fiber networks. Services are priced on an individual case basis, based on the service level, number of sites, distance, and bandwidth required. Some carriers will lease dark fiber strands, but these are generally lit, or active services. Many companies prefer to sell connectivity as part of a suite of managed services. www.magellanbroadband.com City of Ukiah BROADBAND ASSET ASSESSMENT Page 17 effectively. Many of these public clouds reside in the same interconnect facilities in major U.S. cities, including Los Angeles,San Jose, and Phoenix. Long Hati Ito Lon&maul Networks s ••Q o� I F -* . ..WNY•^7^• II ' 4iL w..�.,..w- Figure 9- Long Haul Fiber Networks in Ukiahs As shown in Figure 9, there is only a single long-haul fiber routes through the City, owned by Level 3(Lumen).This route runs south-east to the Sacramento area and west to Manchester where it heads south to Petaluma. This restricts options to the City and local businesses as well as to local ISPs. Given this lack of redundancy, the City and local anchor employers, should consider connections to two key interexchange points(IXPs), one to the north in Portland or Seattle and one to the south in the San Francisco/San Jose Area. DATA CENTERS City enterprise software applications and smart city applications of all types ultimately reside on a server. That server can be in an on-site city data center, in a $Source: Fiberlocator.com www.magellanbroadband.com City of Ukiah BROADBAND ASSET ASSESSMENT Page 19 Currently, there are no significant colocation or edge data center in or near Ukiah. There are major data center and IXP clusters in San Francisco and San Jose and to a lesser extent in the Sacramento area. Conclusions & Implications By interconnecting the City's 24 Tier 1 Priority facilities, the City can strategically build out its broadband infrastructure,ensuring equitable access, fostering community engagement, improving administrative efficiency,and enhancing critical services. The integration of broadband technology in these key locations will contribute to the city's growth, development, and overall well-being of its residents. The most valuable broadband asset the City has to leverage is its 2,059 utility poles. The City can add fiber optic cable to these poles (rather than install underground conduit), and thereby significantly reduce the costs associated with building a broadband network. Leveraging the existing utility poles allows for a more efficient and timely expansion of broadband services, benefiting both urban and rural areas within the city. The City has a network of 17 traffic signals, but Magellan has not yet verified if any conduit interconnect network exists that could house fiber cable. Nonetheless, by connecting all traffic signals(even if primarily through aerial installation on the utility poles), the city can not only improve traffic management but also create opportunities to expand its fiber network into new neighborhoods. Additionally, the establishment of smart corridors through the utilization of broadband-enabled traffic management systems can help alleviate congestion and enhance overall transportation efficiency within the city. The eight existing communications towers can be utilized to enhance community broadband by directly installing public Wi-Fi, radio, or cellular distribution equipment. Moreover, the city can explore creative lease agreements with private telecom companies, leveraging the tower owned by the City (or adding additional sites on City property)to provide broadband access to targeted areas within the city. Such partnerships enable the city to expand its broadband network reach, increase coverage, and ensure a more connected community. The City is home to 17 schools. Schools play a pivotal role in the importance of broadband connectivity. By ensuring access to broadband in schools, the city guarantees that all students have equal opportunities to learn and thrive in the digital age. Broadband connectivity enables educational institutions to implement online learning resources,digital curriculum, and remote learning initiatives, www.magellanbroadband.com City of Ukiah City of Ukiah Giabit Fiber Project 19 CEQA Key Observation Points for the project and a preliminary design of the project Intersection 1: Oak St at Clay St .�.,� ..� a + �.f IY - Intarsartinn stare St at Gobbi St w+a..r►.n 4 '4 1 O��' � x .� � k. — � . . � 4'� `I � � � r "'I� I f�. J'.+'*'' .. f'`r.Ji;�{: � f ,,...•'"1 r ko a.l y .1� \ice ��YI . '.�IS 1� I :.' t I ]I+� �Y{ ` �II [ } .'I ±'i !t`fLjf M1�:: • I ?� Y�. r I ., 1. , � \ .� �]} � 1`•� �4� ti � � � � •,f t ' Fri7 a.i '' `v N O eel m N e'1 eel rl a Q a c n a a o C Go a G d M C LCL m G 61 O N m � cos � .. W c u «. o r co c 3 c d 3 c c u S a, , a C Y �p C •C to C '9 OD O Z C J O F' W 6? c rJ o?j v �_+ ti � � 00 '�i O v w Ti Y m Ln l7 Z d BOUND JNDIE-R SEPERATE COVER Fl(�ctronic. saved, in proje(�t folder "'i[V V-!d)SitC' Ci t y of Ukiali Calif or-tiia com - .1 -17) r C.11 c i v c, 1111 it a I I 's ca I Y ca r F n C-1 c J 07 Five Year Projected Project Business Plan Sonic Business Plan City of Ukiah Gigabit Fiber Project City of Ukiah/Sonic Telecom,LLC Public Private Partnership Executive Summary Sonic is committed to delivering unparalleled,affordable high-speed internet to the residents of Ukiah. Our proposal ensures widespread accessibility and bridges the digital divide,aiming for a future where Ukiah's households can easily participate in teleworking and remote learning. The project will utilize approx. $5,391,94 f in direct grant costs and an additional approx. $950,000 in direct and in-kind matching to bring the project to fruition. Without the generous support of a CPUC FFA Last Mile grant,a project of this nature would not be possible in the City of Ukiah or Ukiah area. Company Description Since its inception in 1994, Sonic has rapidly risen to a position of distinction within the ISP industry,consistently demonstrating its expertise and unwavering commitment to exceptional service. Our core business ethos revolves around serving both residential and business customers with high-speed,affordable fiber internet solutions. Strategically headquartered in Santa Rosa, our influence and reach are amplified by our diverse workforce that spans various regions, ensuring widespread coverage and personalized service. 1994 §QNA&JJDam Jasper and Scott Doty found Soromo wterconnect as a dWvp Intemst pralsn. 1998 Sonic becomes a ML prmNwi ueiliiang Pac Ball DSL MS to deliver Internet service. 2006 sonic becomes a competitive t oeal Entuanga Carrier(CLEC)and hdt ladpga b eead aerda 2000 sonic launches Fusion bsmiiidl eW Wtut rolm biw dle. 2012 sonic launchas hrhouse aerial and underground corkdr%Ktiori6 becoming a Fiber Constirtm*m company 2016 sonic. sonic wxxt s atom"mr tsanae. 2017 FCC repea's Net N"rsk*-*ritle n. 2019 sonic completes Its biggest fiber expansion ere..and now serves none Om 16GAM cudomem 2021 -� Sonic dOvers speeds up to 10 MOM Fftowopue Inftraat Management& Organization • increasing Demand: With digital transformation permeating every sector, the demand for reliable internet will only increase. • Affordability: There's a growing trend towards seeking value-for-money services, where residents expect premium services without the premium price tag. Challenges & Solutions • infrastructure: Older parts of the city might require significant infrastructure upgrades. o Solution: Collaborative efforts with the city for streamlined permit processes and infrastructure support. • Competitor Lock-ins: Residents might be in long-term contracts with other providers. u Solution: Offering promotional packages or switch-over incentives to attract these customers. Pricing Dynamics • Price Sensitivity: Ukiah residents show a willingness to invest in quality services and want to receive value for their money. • Sonic's Strategy: With the proposal to offer high-speed internet at just $40.1month, Sonic is well-positioned to cater to this price-sensitive yet quality-seeking market. • Affordable Connectivity Program(ACP): Sonic's participation in ACP offers qualified low income households the opportunity for IOGbps symmetric Fiber service if enrolled in the program through Sonic. The market analysis indicates a favorable environment in Ukiah for Sonic's proposal. Leveraging its unmatched I OGbps speed surpassing competitors alongside unparalleled affordability, Sonic sets a new industry standard.Coupled with its premium services and an understanding of Ukiah's distinctive market demands,Sonic stands a good chance of becoming a preferred ISP choice for Ukiah residents. Five-Year Growth& Financial Projection Sonic's forecast is rooted in the expectation that the lion's share(85%)of subscribers will pay for their Fiber service out of pocket.Within this segment,45%arc predicted to opt for the I OGbps Fiber service,generating an Average Revenue Per User(ARPU)of$49.99,while 400,E are anticipated to choose the 100:100 Fiber service with an ARPU of$39.99. On the other hand, 15% of subscribers will be supported by the Affordable Connectivity Program subsidies, leading to an ARPU of$29.99 for these individuals. Additionally,we anticipate that i 5%of the total subscriber base will incorporate voice service at a monthly rate of$10. Taking these figures into account, the consolidated projected ARPU for Fiber and voice subscribers in Ukiah is estimated at$44.49. 14 Government and Community Support - City of Ukiah Gigabit Fiber Project tiqUVA September 14, 2023 Sage Sangiacomo, City Manager City of Ukiah 300 Seminary Avenue Ukiah, CA 95490 Re: City of Ukiah Gigabit Fiber Project Dear Mr. Sangiacomo, On behalf of Vecinos en Accihn I would like to express support for the City of Ukiah's application for SB156 Federal Funding Account Last Mile funding for the public-private partnership "City of Ukiah Gigabit Fiber Project."The proposed project will bring gigabit fiber optic broadband to Ukiah, providing service to hundreds of unnerved and underserved locations with speeds up to 10 Gbps up and down at competitive prices. A fiber optic network of this nature is sorely needed in Ukiah, and Vecinos en AcciBn is pleased that the State of California and the Public Utilities of Commission are making this funding available for the expansion of high-speed broadband to local residents, businesses and anchor institutions. Life in the modern world requires reliable high-speed internet access, and the recent COVID-19 public health emergency has revealed the importance of reliable and affordable broadband as local residents and businesses rely on the internet to participate in critical activities such as school, healthcare, work, and day-to-day business transactions. The City of Ukiah public-private project will create a last mile backbone and will offer high-speed fiber optic broadband service to unserved locations, anchor institutions, and in future phases, much of the local community. A high-speed network of this nature is very much needed, and Vecinos en Accibn strongly supports State funding for the deployment of broadband infrastructure in Ukiah. Best regards, ��o3ce 9Juan Orozco Chair Juan Orozco-Chair jSarah Marshall-Co-Chairl Jackie Orozoo-Community Liaison rvelt Magallon Treasurer]Carla Lue-secretary] Lydia Lopez j Ignacio Ayala j Rebeca Diaz (707) 376-8852 1 uvaenaccion@gmail.com I @Vecinos En Action on Facebook 40 September 11,2023 Sage Sangiacomo, City Manager City of Ukiah 300 Seminary Avenue Ukiah,CA 95490 Re:City of Ukiah Gigabit Fiber Project Dear Mr.Sangiacomo, On behalf of the Greater Ukiah Business and Tourism Alliance I would like to express support for the City of Ukiah's application for SB1S6 Federal Funding Account Last Mile funding for the public-private partnership "City of Ukiah Gigabit Fiber Project."The proposed project will bring gigabit fiber optic broadband to Ukiah, providing service to hundreds of unserved and underserved locations with speeds up to 10 Gbps up and down at competitive prices.A fiber optic network of this nature is sorely needed In Ukiah,and the Alliance Is very pleased the State of California and the Public Utilities of Commission are making this funding available for the Cexpansion of high-speed broadband to local businesses,residents,and anchor Institutions. life in the modern world requires reliable high-speed Internet access,and the recent COVID-19 public health emergency has revealed the importance of reliable and affordable broadband as local business and residents rely on the Internet to participate in critical activities such as school,healthcare,work,and day-to-day business transactions. The City of Ukiah public-private project will create a last mile backbone and will offer high-speed fiber optic broadband service to unserved locations,anchor institutions,and in future phases,much of the local community.A high-speed network of this nature is very much needed,and the Alliance strongly supports State funding for the deployment of broadband infrastructure in Ukiah. Best rega ds, )/, /<�/, � Katrina M. Kessen, Executive Director VISIT 10) UKIAH VKIAH "It 01 200 South School Street I Ukiah.CA 95M rWft.Jisooverukiah corn I www.visitukiah. = 707.462.4705 Qlatifornin Mate 166ettate SENATOR MIKE MCGUIRE MAJORITY LEADER NORTHERN CALIFORNWS SECOND SENATE DISTRICT September 20, 2023 California Public Utilities Commission 505 Van Ness Ave San Francisco,CA 94102 To Whom It May Concern: 1 am writing to express my support of the City of Ukiah's application for SB 156 Federal Funding Account Last Mile funding for the public-private partnership"City of Ukiah Gigabit Fiber Project". The proposed project will bring gigabit fiber optic broadband to Ukiah,providing service to hundreds of underserved locations with speeds up to 10 Gbps at competitive prices. The project will create a last mile backbone and will offer high-speed fiber optic broadband service to local residents, businesses,anchor institutions,and what are currently unserved areas. A fiber optic network of this nature is sorely needed in Ukiah. Life in the modern world requires reliable high-speed internet access.The recent COVID-19 public health emergency has revealed the importance of reliable and affordable broadband as local residents and businesses rely on the intemet to participate in critical activities such as school, healthcare, work, and day-to-day business transactions. I respectfully encourage you to support this proposal. If you have any questions,please do not hesitate to reach out to us at 707468-8914. Warmest regards, MIKE McGUIRE ( Senator CAPITOL OFFICE•1021 0 STREET.SUITE 6610.SACRAMENTO.CA 95814 6 19161651-40(32 • W WW$002 SENATE CA GOY Letter of Credit Requirement—N/A for City Government Applicant City of Ukiah Gigabit Fiber project N/A The project applicant is the City of Ukiah,which is a local government agency.Therefore the Letter of Credit requirement is not applicable to this FFA Last Mile grant application. MARKETING AND OUTREACH PLAN SONIC TELECOM,LLC CITY OF UKIAH GIGABIT FIBER PROJECT This plan is intended to encourage subscription to the service in the project location. It explains the marketing and outreach plans the applicant will employ to attract residents to sign up for service during the pricing commitment period. Overview This project will target the community of Ukiah,California. The City of Ukiah has largely been overlooked in the development of broadband initiatives, lacking access to affordable, reliable,and high-speed Internet. Our services will improve the quality of life,spur economic development and commercial activity,and create opportunities for remote education,online enterprise, remote learning, and telehealth within a community that so greatly needs it. Annually, we invest roughly$5,400,000 a year into our marketing efforts. This includes a multi-faceted approach to ensure widespread reach and engagement. This includes leveraging direct mail for targeted communications,engaging our audience through dynamic social media campaigns across platforms like Facebook, Twitter, and Instagram, and tapping into the power of digital advertising through Google to capture online traffic. Moreover,we amplify our presence through radio and television advertising, broadcasting our cutting-edge fiber services to a broader audience. Furthermore, we employ direct sales tactics,ensuring a personal touch and tailored solutions for residents and businesses. Through these concerted efforts, Sonic aims to maintain its status as a leader in the fiber internet and voice services sector.There would be additional money budgeted specifically for this new campaign with a spend relative to the size of the targeted communities. These budgets will change quarterly based on campaign success, performance trends, and seasonality. As Sonic continues growing into new service areas,we continue to expand our standard outreach plan. The following marketing and outreach plan outlines the ways that this project will effectively reach the targeted audience,educating the public not only about our services,but also the ways in which these services will transform their lives. We recognize that not all individuals have access to social media and email accounts and have tailored our strategies to meet households where they are located. We anticipate a take rate of 30°f6 in the initial 18 months, with the potential for additional new connections in the years following. Marketing Team We have a well-trained Marketing and customer service team that is always ready to answer any questions the community may have on new project areas. This team is available 7 days a week from Sam—IOpm PT via phone and 24/7 support via email and SMS.On average, this team received 325 phone calls,emails, and SMS inquiries a day, oftentimes from individuals 1 Advertising: • Billboards: Sonic capitalizes on strategic billboard placements,especially in high traffic areas, ensuring maximum visibility. • Local Collaborations: We advertise in local businesses, supporting community commerce. Moreover,Sonic has partnered with local radio stations for periodic commercials. • Print Media: Local magazines and newspapers are an essential medium for us, reaching out to a demographic that still values traditional print. • Budget Allocation: Around l S%of our marketing budget is split across these advertising initiatives, with billboards getting the largest share,followed by local radio and then print media. Each medium has a projected reach varying from thousands to millions, depending on the medium and location. Community Engagement: • Meetings& Events: Sonic understands the importance of community. We regularly conduct community meetings,updating residents about our latest services.We also partake in local events, ensuring our presence and accessibility.Through such engagements, we've seen a significant uptick in service subscriptions. • Sponsorships: We actively offer community sponsorships,especially for events and programs aligned with our mission of connecting communities. • Community-Centric Marketing: Apart from sponsorships,we often set up informational kiosks at community fairs, farmer markets,and local gatherings. Thesc engagements aren't just about sales but more about understanding community needs and adjusting our offerings. • Digital Literacy Programs: Sonic is dedicated to bridging the digital divide. We organize periodic digital literacy and training programs,ensuring that prospective households not only get connected but also have the skills to utilize the digital world effectively. Web-Based Strategies • Uniqueness: Our website stands out due to its user-centric design and emphasis on digital equity. We proudly feature dedicated digital equity pages, showcasing our participation in the Affordable Connectivity Program along with educational resources. Additionally, our website displays our commitment to offering affordable broadband for all. • Content: Our website serves as a comprehensive resource,offering information on our services,pricing plans,company history, customer testimonials,and latest news. It also provides detailed guides, FAQs,and a robust support section. • Update Frequency: To ensure relevance and accuracy, we update our website bi- weekly,with more frequent updates during major product launches or service changes. • Management: Our website is managed by a dedicated in-house team,overseen by a designated staff member who coordinates content, design,and tech aspects. 3 City of Ukiah Gigabit Fiber Project Mass Market Unserved County Census Block ID Total Locations Household Median Income Locations l Mendocino 60450115023012.00 62 60074 62 Mendocino 60450115022006.00 23 38083 23 Mendocino 60450115023013.00 30 60074 30 Mendocino 60450115023010.00 32 60074 5 Mendocino 60450115022005.00 77 38083 3 Mendocino 60450115021027.00 10 23149 1 Mendocino 60450116001032.00 16 48358 16 Mendocino 60450116001033.00 63 48358 1 Mendocino 60450125021026.00 5 23149 3 Mendocino 60450116001031.00 12 48358 12 Mendocino 60450115022013.00 84 112708 10 Mendocino 60450116003001.00 120 31981 17 Mendocino 60450116002004.00 11 52727 1 Mendocino 60450116002003.00 34 52727 8 Mendocino 604S0116001057.00 5 48358 1 Mendocino 60450116001053.00 14 48358 2 Mendocino 60450116001060.00 56 48358 1 Mendocino 60450116004001.00 12 41462 2 Mendocino 60450116004006.00 32 41462 1 Mendocino 60450116004003.00 50 41462 1 Mendocino 60450116004005.00 9 41462 9 Mendocino 60450116004009.00 14 41462 1 Mendocino 60450116004012.00 61 41462 2 Mendocino 60450116003002.00 3 31981 3 \ Mendocino 60450116003005.00 8 31981 1 \ Mendocino 60450116003009.00 9 32981 2 Mendocino 60450116002005.00 20 52727 1 Mendocino 60450116002011.00 19 52727 3 Mendocino 60450116003006.00 12 31981 1 Mendocino 60450116003007.00 16 31981 3 Mendocino 60450116002006.00 30 52727 7 Mendocino 60450116002010.00 21 52727 1 Mendocino 60450115021018.00 20 23149 9 Mendocino 60450115021020.00 34 23149 4 Mendocino 60450116004013.00 55 41462 2 Mendocino 60450116004016.00 35 41462 2 Mendocino 6045011400101040 2 83287 2 Mendocino 60450114002000.00 3 51375 1 Mendocino 60450115011014.00 16 52294 1 Mendocino 6045011S011007.00 24 52294 3 Mendocino 60450115021030.00 20 23149 1 Mendocino 60450116001012.00 7 48358 1 Mendocino 60450116001015.00 3 48358 1 Mendocino 60450115011017.00 16 52294 2 Mendocino 60450115021033.00 26 23149 2 Mendocino 60450116001001.00 18 48358 1 Mendocino 60450115011015.00 17 52294 1 Mendocino 60450116001045,00 2 48358 2 Mendocino 60450115023016.00 9 60074 S Mendocino 60450115011010.00 24 52294 1 Mendocino 60450216001023,00 7 48358 1 Mendocino 60450116001037.00 8 48358 2 rt .1` EE 4> i -art'. Y Y I'! Category Expense Item Type of Equipment Equipment/Materials Network and Access Equipment Broadband Switching Equipment Edge Router-manat Equipment/Materials Network and Access Equipment Broadband Switching Equipment Access Network-loi Equipment/Materials Network and Access Equipment Broadband Switching Equipment Spares-replacemen Other Poles Poles Replacement Poles a Labor/Construction Wages Other Other Installation of props Equipment/Materials Other Other Installation of Drops Equipment/Materials Customer Premise Equipment Other ONT and Residential Labor/Construction Wages Other Other Home Install labor Permitting/CECIA Review Other Other Estimated Permitting Equipment/Materials Other Other Aerial Fiber(Combin Labor/Construction Wages Other Other Underground Fiber( Other Other Other Construction Manag Other Other Other City of Ukiah LATA gi catelpry I Description Repair and Maintenance Expenses for Equipment and Facilities Utilities Rent of Equipment and Facilities Administrative Costs City of Ukiah 2%admin expenses for grant mans Indirect Materials and Supplies Insurance on Equipment and Machinery Indirect Labor and Contract Supervisory Wages Production Period Interest Expense Other Category Expense Item Type of Equlprrtent Equipment/Materials Network and Access Equipment Broadband Switching Equipment Edge Router-manag Equipment/Materials Network and Access Equipment Broadband Switching Equipment Access Network-Lo% Equipment/Materials Network and Access Equipment Broadband Switching Equipment Spares-replacemen Other Poles Poles Replacement Poles a Labor/Construction Wages Other Other Installation of Drops Equipment/Materials Other Other Installation of Drops Equipment/Materials Customer Premise Equipment Other ONT and Residential Labor/Construction Wages Other Other Home Install Labor Permitting/CEQA Review Other Other Estimated Permittinj Equipment/Materials Other Other Aerial Fiber(Combin Labor/Construction Wages Other Other Underground Fiber( Other Other Other Construction Manage Other Other Other City of Ukiah LATA gi camory, I Description Repair and Maintenance Expenses for Equipment and Facilities Utilities Rent of Equipment and Facilities Administrative Costs City of Ukiah 2%admin expenses for grant man, Indirect Materials and Supplies Insurance on Equipment and Machinery Indirect Labor and Contract Supervisory Wages Production Period Interest Expense Other E: Category Expense Item Type of Equipment Equipment/Materials Network and Access Equipment Broadband Switching Equipment Equipment/Materials Network and Access Equipment Broadband Switching Equipment Equipment/Materials Network and Access Equipment Broadband Switching Equipment Other Poles Poles Labor/Construction Wages Other Other Equipment/Materials Other Other Equipment/Materials Customer Premise Equipment Other Labor/Construction Wages Other Other Permitting/CEC1A Review Other Other Equipment/Materials Other Other Labor/Construction Wages Other Other Other Other Other Other Other Other Exhibit N Appendix A: Federal Funding Account Program Rules and Guidelines A - 1 Table of Contents 1. Background and Purpose.....................................................................................................4 2. Eligible Areas.........................................................................................................................5 2.1. Project Identification and Application Process.........................................................5 3. Funding Criteria and Commission Evaluation of Applications....................................6 4. Definitions..............................................................................................................................7 5. Eligible Entities......................................................................................................................8 6. Middle Mile Funding ...........................................................................................................9 6.1. Open Access...................................................................................................................9 6.2. Interconnection............................................................................................................10 6.3. Interconnection with Statewide Open-Access Middle Mile Network ................10 6.4. Interconnection and Pricing ......................................................................................10 6.5. Open Access Decision Enforcement.........................................................................11 6.6. Open Access Reporting..............................................................................................11 7. Performance Criteria ..........................................................................................................11 8. Reimbursable Expenses......................................................................................................12 9. Information Required from Applicants...........................................................................12 9.1. Application Item 1 - Project Summary (Distributed Publicly).............................13 9.2. Application Item 2 - Applicant Entity Information...............................................14 9.3. Application Item 3 - Description of the Applicant's Current Broadband Infrastructure and Existing Infrastructure in the Area.................................................14 9.4. Application Item 4 - Project Location Data.............................................................15 9.5. Application Item 5 - Median Income........................................................................15 9.6. Application Item 6 - Project Eligibility....................................................................15 9.7. Application Item 7 - Deployment Schedule............................................................16 9.8. Application Item 8 - Proposed Project Expenditures.............................................17 9.9. Application Item 9- Economic Life of All Assets to be Funded..........................17 9.10. Application Item 10 - Letter of Credit Requirement ...........................................18 9.11. Application Item 11 - Pricing Commitment.........................................................18 9.12. Application Item 12 - Marketing/Outreach Plan................................................19 9.13. Application Item 13 - Government and Community Support...........................19 9.14. Application Item 14 - Funding Sources.................................................................19 9.15. Application Item 15 - Financial Qualifications .....................................................20 9.16. Application Item 16 - Project Viability..................................................................20 9.17. Application Item 17- Providing Voice Service....................................................20 9.18. Application Item 18 - CEQA Attestation ..............................................................21 9.19. Application Item 20 - Affidavit ..............................................................................21 10. Submission and Timelines.................................................................................................21 A - 2 11. Posting of Applications......................................................................................................21 12. Objections.............................................................................................................................21 13. Ministerial Review..............................................................................................................23 14. Reporting Requirements....................................................................................................24 15. Payment................................................................................................................................26 16. CEQA Payment...................................................................................................................27 17. Execution and Performance...............................................................................................28 18. Construction Phase.............................................................................................................28 19. Post-Construction Phase....................................................................................................29 20. Audit Compliance Changes ..............................................................................................30 21. Penalties................................................................................................................................30 ATTACHMENTA ............................................................................................................31 - 3 1. Background and Purpose This document sets out rules, guidelines, and application materials for the newly established Federal Funding Account within the California Advanced Services Fund program. The COVID-19 public health emergency has underscored the importance of universally available, high-speed, reliable, and affordable broadband as millions of Americans rely on the internet to participate in, among critical activities, remote school, healthcare, and work. Recognizing the need for such connectivity, the American Rescue Plan Act(ARPA) provides funds to State, territorial, local, and Tribal governments to, among other things, make necessary investments in broadband infrastructure.' On July 20, 2021, Governor Gavin Newsom signed Senate Bill (SB) 156 into law, creating the Federal Funding Account (FFA). SB 156 revises and recasts the California Advanced Services Fund (CASF) program (Cal. Pub. Util. Code § 281), among other things, to establish as the goal of the Broadband Infrastructure Grant Account, rather than the CASF fund, by not later than December 31, 2026, to approve funding for infrastructure projects that will provide broadband access to no less than 98% of California households and establishes the Federal Funding Account in the CASF program. The statute directs the Commission to use state or federal infrastructure moneys deposited into the Federal Funding Account to implement a program to expeditiously connect unserved and underserved communities by applicable federal deadlines.2 SB 156 further provides that until June 30, 2023, the Commission must allocate one billion dollars ($1,000,000,000) in urban counties and one billion dollars ($1,000,000,000) in rural counties. The Commission must initially allocate five million dollars ($5,000,000) in each county. The Commission must allocate the remaining moneys based on each county's proportionate share of the households without access to broadband internet access service with at least 100 megabits per second download speeds,as identified and validated by the Commission pursuant to the most recent broadband data collection, as of July 1, 2021. 1 American Rescue Plan Act of 2021 (ARPA),sec.9901,Public Law 117-2,codified at 42 U.S.C.802 et seq.Section 9901 of ARPA amended Title VI of the Social Security Act 17(the Act)to add section 602,which establishes the Coronavirus State Fiscal Recovery Fund,and section 603,which establishes the Coronavirus Local Fiscal Recovery Fund (together,the Fiscal Recovery Funds).The Fiscal Recovery Funds are intended to provide support to State,local,and Tribal governments in responding to the impact of COVID-19,including investment in broadband infrastructure. Cal. Pub, Util.Code§281(n)(1). A -4 SB 156 provides that projects funded by the Federal Funding Account shall be implemented consistent with Part 35 of Title 31 of the Code of Federal Regulations and any conditions or guidelines applicable to these one-time federal infrastructure moneys. On January 6, 2022, the United States Treasury Department (Treasury) issued the Final Rule to implement the Coronavirus State Fiscal Recovery Fund and the Coronavirus Local Fiscal Recovery Fund (SLFRF) established under ARPA. This Final Rule sets out rules and regulations in Part 35 of Title 31 of the Code of Federal Regulations.3 The following proposed rules are based on SB 156, previous infrastructure program guidelines,`' and the federal ARPA SLFRF requirements and guidance. 2. Eligible Areas The Final Rule requires investments in eligible "projects designed to provide service to households and businesses with an identified need for additional broadband infrastructure investment."5 The Final Rule further explains that, "Households and businesses with an identified need for additional broadband infrastructure investment do not have to be the only ones in the service area served by an eligible broadband infrastructure project. Indeed, serving these households and businesses may require a holistic approach that provides service to a wider area, for example, in order to make ongoing service of certain households or businesses within the service area economical." 2.1. Project Identification and Application Process Communications Division Staff will publish priority areas, a subset of the eligible unserved areas, on the CPUC website. Staff will publish priority areas that are coordinated with the Commission's obligation to assist in preparing definitive plans for deploying necessary infrastructure in each county, including potential coordination across contiguous counties. The priority areas will account for projects that may not fall strictly within county lines. In addition, Communications Division will publish demographic and digital equity information and analysis about the priority areas such as the number of low- 'Department of the Treasury, Final Rule,Coronavirus State and Local Fiscal Recovery Funds,31 C.F.R. Part 35,87 FR 43384454 (January 27,2022)(Final Rule),available at: htt s: www.federalre ister. ov documents 2022 01 27 2022-00292 coronavirus-state-and-local-fiscal-recover - funds. 4 Decision 21-03-006,Appendix A, Broadband Infrastructure Account Requirements,Guidelines and Application Materials, March,2021,https://www.cpuc.ca.gov/-/media/cpuc-website/divisions/communications- d ivision/documents/calf-infrastructure-and-market-analysis/2021-calf-guidelines/d2103006-appendix-a-rev ised- casf-gu idelines-w-header.pd f. 87 FR 4443. A -5 income households within each priority area, median household income, disadvantaged community status, and other measures of broadband need and digital equity. Communications Division staff will provide notice, at a minimum, on the proceeding service list and the CASF proceeding service list that the priority areas have been published. Communications Division may update the priority areas as other broadband data becomes available. Potential applicants will have an opportunity to add to or subtract from a priority area consistent with the eligible area requirements. 3. Funding Criteria and Commission Evaluation of Applications Consistent with federal guidelines, eligible projects must be designed to reliably offer, upon completion, speeds at or above 100 Mbps download and upload. In some cases, 100 Mbps symmetrical speeds may be impracticable and lower speeds of 100 Mbps download and 20 Mbps upload may be considered.6 The Commission will evaluate eligible project applications based on the following criteria: a. Match (u to o 10 points). An application will receive credit based on the percentage of matching funds the applicant proposes to invest in its project and the variety of sources of matching funding provided by others. Applicants may include other funding sources such as other federal or state funds which are not duplicative? b. Project technology choice (up to 10 points). Fiber optic infrastructure is scalableand enables the next generation of application solutions for all communities. An application proposing to invest in fiber optic infrastructure will receive credit. c. Type of Partnership (up to 20 points). Public and tribal entities have less profit-making pressure and are committed to providing service serving their communities. An application proposing to build a broadband network owned, operated by, or affiliated with local governments; non- profits; a California tribal government, or their wholly-owned tribal corporation, or tribal non-profit; and cooperatives will receive credit. If a Tribe and other entities apply for the same proposed funding area which includes Tribal land, then special consideration will be given to the Tribal applicant. d. Offers California LifeLine and/or federal Lifeline u tp o 10 points. An application that will offer or commits to offering California LifeLine and/or 6 87 F R 4443. 7 87 FR 4422. A -6 federal Lifeline service will receive credit. e. Pricing Commitments (up to 10 points). An application that commits to not increasing prices for a period of 10 years instead of the required 5 years. f. Offering low-cost broadband Rlan at 50 20 Mb s (up to 20 points). An application proposing to offer the low-cost broadband plan at 50/20 Mbps for $40 a month. Recipients have the option to adjust plans in accordance with the Consumer Price Index. g. xisting broadband service need (up to 20 points). An application proposing to serve an entire priority area as identified by the Communications Division (see Section 2). Projects proposing to serve disadvantaged communities, as identified by the demographic information Communications Division provides and information submitted by the applicant, will be considered in scoring the existing broadband service need. h. Applicant capacity and performance (u to o 10 points). An application that demonstrates the financial, technical, and operational capacity to execute the project successfully and completely in the timeframe will receive credit. i. Technology, Network, and Budget uR to 10 points). An application that demonstrates a well-planned project with a reasonable budget that shows it will deliver speeds and service proposed and be sufficiently robust to meet increasing demand for bandwidth will receive credit. j. Leveraging Statewide Middle Mile (u to o 10 points),. An application that proposes to leverage the statewide open-access middle mile network will receive credit, unless not in reasonable proximity to the network. The Commission reserves the right to reject any application as filed, and determine the terms of a grant award, including the award amount, with the selected applicant prior to offering the grant. If negotiations cannot be concluded successfully with an applicant, as determined solely by the Commission, the Commission may withdraw its award offer. Since applications that receive lower scores reflect a reduced commitment to provide public benefits, staff may make recommendations to the Commission via resolution to reduce the percentage of public funding commensurate with the reduced public benefit. 4. Definitions "Broadband Map" means the California Interactive Broadband Map (available at hgR://www.broadbandmal2.ca. og v/) showing served status and eligibility, maintained by the Commission or successor map showing Federal Funding Account eligibility and/or A -7 proposed project areas. "Eligible Project" is capable of offering wireline broadband service at or above 100/100 Mbps, or 100/20 Mbps if symmetrical service is not practicable. "Location" means an individual, serviceable location that is identified by street address (if one exists) and latitude/longitude coordinates, as well as potential subscriber type. "Low-income customers" are households with incomes that would qualify for CARE pursuant to Pub. Util. Code §739.1(a) and D.16-11-022 at 18 (or as updated in a successor decision). As noted above, for a household of four the income threshold is $52,400 through May 31, 2021. The threshold is updated regularly in the CARE proceeding, A.19-11-003, et. al. "Low-cost broadband plans" are subscriptions available to all customers that are consistent with affordability requirements in the Decision and section 9.11 in this document. This definition may be updated from time to time consistent with inflation, analysis and findings from the Commission Affordability proceeding, and related federal and state activities. The benchmark price and requirement can be modified by a waiver process to account, for example, for inflation. "Low-income broadband plans" are income-qualified broadband plans offered to low- income customers. An "unserved" area means an area for which no wireline broadband provider reliably offers broadband service at speeds of at least 25 Mbps downstream and 3 Mbps upstream to the entire community.8 5. Eligible Entities The following entities are eligible for a FFA grant: • Entities with a Certificate of Public Convenience and Necessity (CPCN) that qualify as a "telephone corporation" as defined under Public Utilities (Pub. Util.) Code section 234;or • Non-telephone corporations that are facilities-based broadband service providers; or • Local governmental agencies; or $To determine if an area is unserved,the Commission will rely on data from a variety of services,including broadband deployment data,subscriber data,crowdsourced data,service quality data,and qualitative data. A-8 • Electric utilities; or • Non- profits • Co-operatives • California Tribes9 6. Middle Mile Funding Consistent with the Final Rule, recipients may use payments from the Funds for middle-mile infrastructure, but recipients are encouraged to focus on projects that will achieve last-mile connections—whether by focusing on funding last-mile projects or by ensuring that funded middle-mile projects have potential or partnered last-mile networks that could or would leverage the middle-mile network.10 For projects that include funding for middle-mile infrastructure, Staff will evaluate and verify that the proposed middle-mile infrastructure is needed to achieve the last-mile connections. Additionally, the Commission will evaluate whether the proposed middle mile infrastructure can be provided by the statewide middle-mile network. Staff will verify if existing middle-mile infrastructure in a proposed project area has sufficient capacity, is reasonably affordable, and is open-access prior to granting or making a recommendation to the Commission to grant a proposed project. Staff will post guidance regarding specifications for middle-mile funded through FFA on its website. 6.1. Open Access Open access requires that FFA funded middle-mile infrastructure be made available to provide nondiscriminatory interconnection, internet access, and the provision of dark fiber, at reasonable and equal terms to any communications service provider that wishes to interconnect with that infrastructure, wherever technically feasible." For projects awarded FFA funding to deploy middle-mile infrastructure, the middle-mile segment(s) shall be deemed open access for the duration of the lifetime of that infrastructure. Eligible California Tribal entities include California tribal governments,their wholly-owned tribal corporations,and tribal non-profits. 1°87 FR 4420. " Sec,e.g., BroadbandUSA, Fact Sheet: Broadband Technology Opportunities Program, Nondiscrimination and Interconnection Obligations(Nov.10,2010),available at https://www2.ntia.doc.gov/files/Interconnection .Nondiscrimination. 11 10 10.FINAL.pdf. A -9 6.2. Interconnection FFA grant recipients must provide open access at any technically feasible interconnection point in the network. Providers must make a good-faith effort to find a technically feasible solution where possible. Interconnection includes, at a minimum, the physical interconnection of the FFA recipient's facilities to a requesting party's facilities for the exchange of traffic. Service offerings may include, but not be limited to, lease of dark fiber, local transmission services, transport, and dedicated Internet access services. Examples of feasible location types include, at least: • any previously defined interconnection points; • new and existing network exchange locations; • splice points; and • where wireline infrastructure has been damaged and repairs have been made or are planned to be within 500 meters of an unserved community. Consistent with the requirement to negotiate in good faith, the FFA grant recipient must provide information detailing the FFA-funded infrastructure to parties requesting interconnection such as route maps, interconnection points, splice points, and type of fiber. FFA grant recipients must make all reasonable efforts to allow requesting parties to interconnect and procure transport service or wholesale a direct connection. In addition, FFA grant recipients must provide requesting parties with an ability to connect to the Internet irrespective of whether the FFA grant recipient connects to the Internet directly or indirectly. 6.3. Interconnection with Statewide Open-Access Middle Mile Network Projects will interconnect with the statewide open-access middle mile network, where reasonable and feasible. 6.4. Interconnection and Pricing Pricing, and terms and conditions for other providers to interconnect with FFA- funded middle mile shall be just, reasonable, and nondiscriminatory. Grant recipients must offer tiered pricing and a range of options to fit different business models. The service levels must be at least equivalent for similarly situated entities such as Wholesale (ISP) / Government / Public Anchor Institution / etc. Pricing, tariffs, and the framework identifying standard terms and conditions must be provided to the Commission's Communications Division as A- 10 part of the FFA application for middle-mile funding and may be updated by the grantee from time to time. Terms and conditions should address essential elements of network operations such as cybersecurity, circuit provisioning, network outages, future capital investment costs, and operations and maintenance costs. Grant recipients shall negotiate in good faith with all requesting parties (i.e., public, private, non-profit, or other parties) making a bona fide request for interconnection or wholesale services.12 Reasonable prices, terms, and conditions for last-mile provider access to middle-mile infrastructure may vary depending on local circumstances such as physical and network conditions, or the types of services and service levels requested by the last-mile provider. 6.5. Open Access Decision Enforcement In the event that the FFA grant recipient fails to comply with the open access requirement for middle mile funded by the FFA in accordance with the terms of approval granted by the Commission, or in the event that the FFA grant recipient does not negotiate in good faith with a requesting party, the requesting party may file a complaint with the Commission. 6.6. Open Access Reporting For the life of the middle-mile infrastructure, the FFA grant recipient must provide, in its confidential annual report to the Commission, a detailing of the number of interconnection requests and executed service agreements. The report must include: date of request, requesting party, location of requested interconnection, service requested, outcome of request, pricing, tariffs (if applicable), and terms and conditions. 7. Performance Criteria At a minimum, all FFA projects must meet the performance criteria outlined below: a. Project Completion: All CEQA-exempt projects must be completed within 18 months, and all other projects shall be completed within 24 months after receiving authorization to construct. b. Pricing: All applicants shall commit to serve customers in the project area at prices not exceeding those provided in the application for 5 years after project completion. Should the need arise for grant recipients to adjust prices due to externalities outside their control (e.g. inflation), grant recipients may file and serve, on the R.20-09-001 proceeding service list, a request to modify this requirement with the Communications Division. 12 See FCC 04-164 Report and Order, Review of the Section 251 Unbundling Obligations of Incumbent Local Exchange Carriers(FCC Docket No.:CC 01-338).https://docs.fcc.gov//public/attachments/FCC-04-164A1-doc A - 11 c. Speeds: All households in the proposed project areas must be offered a broadband Internet service plan with speeds of at least 100 Mbps download and 100 Mbps upload, or speeds of at least 100 Mbps download and 20 Mbps upload if applicable. d. Latency: All projects shall provide service at no higher than 100 ms of latency. e. Data Caps: Data caps are strongly disfavored and may be an indication that the proposed infrastructure is insufficient. If including a data cap, an applicant must include a justification about how the cap does not limit reliability of the connection to the users. In any event, data caps shall provide a minimum of 1000 GBs per month. f. Affordability: All projects shall participate in the Affordable Connectivity Program (ACP) or otherwise provide access to a broad-based affordability program to low-income customers in the proposed service area of the broadband infrastructure that provides benefits to households commensurate with those provided under the ACP. Should the ACP program end, the Commission will identify a successor low-income subsidy program participants must participate in. S. Reimbursable Expenses The costs the Commission may reimburse are as follows: a. Costs directly related to the deployment of infrastructure; b. Costs to lease access to property or for Internet backhaul services fora period not to exceed five years; and c. Costs incurred by an existing facility-based broadband provider to upgrade its existing facilities to provide for interconnection. d. Costs incurred during the period beginning March 3, 2021 and ending December 31, 2024.12� Additionally, administrative expenses directly related to the project shall be capped at 2 percent of the grant amount and a maximum of 15 percent contingency on direct infrastructure costs.'`' 9. Information Required from Applicants A single application must be submitted by each applicant for eligible project areas. 13 31 C.F.R.35.5(a), FAQ Question 4.7, 14 We define administrative costs as"indirect overhead costs attributable to a project,per generally accepted accounting principles(GAAP),and the direct cost of complying with Commission administrative and regulatory requirements related to the grant itself." Applicants seeking additional funds will require a Commission exemption included in a draft resolution. A- 12 Non-contiguous project areas may be considered as a single project. Applicants proposing projects with middle-mile infrastructure must show that it is indispensable for accessing the last-mile infrastructure and must commit to open access requirements. All applications must include the items listed below: 9.1. Application Item 1 - Project Summary (Distributed Publicly) The applicant must submit a Project Summary, which Communications Division Staff will post on the website. The applicant also must submit the Project Summary to the CASF Distribution List. The summary must include the following information: • Company/Applicant's name. • CPCN/U-Number or pending CPCN application number, if applicable.'5 • Contact person. • Project title. • Named project location (Community/County). • Project type (Last-mile or Hybrid Last-mile/Middle-mile). • Amount of FFA grant funding requested and project cost. • Map of the proposed project area. • The number of unserved households or locations the project will serve. • The maximum Mbps downstream and upstream speed currently offered to households. • Median Household Income of the project area. • The number of businesses, anchor institutions and public safety locations in the project area that will receive new or improved service. • A description of the major infrastructure to be deployed: miles of planned fiber, Central Offices used, number of remote terminals/fiber huts to be built, and if an Indefeasible Right of Use (IRU) is used. • Estimated breakdown of aerial and underground installation. • Major equipment expenses (e.g., nodes,hubp,swildursetc.).Estimated project plan with major milestones and construction timeline. • Description of proposed broadband project plan for which FFA funding is being requested, including the type of technology to be provided in the proposed service areas: 15 A CPCN is not a requirement to apply for or be awarded an FI A grant. CPCN information is available at www.cl2uc.ca.gov/GeneraI.aspx?id=1019. A-13 o Download speed capabilities of proposed facilities. o Upload speed capabilities of proposed facilities. o The project description will provide enough construction detail to enable a preliminary indication of the need for a California Environmental Quality Act (CEQA) review and if proposed project areas contain any environmentally sensitive areas. For example, when trenching is required, the applicant will state and describe the manner in which the site is to be restored, post-trenching. o Identification of the leveraging of existing available facilities. o A statement of whether the applicant is revising the area for which it is requesting funding. o A statement of whether the applicant is seeking Ministerial Review and, if so, information that the application meets all requirements for Ministerial Review. o An explanation of why any Middle Mile facilities in theproposed project are necessary for accessing the proposed last-mile infrastructure. o A statement accepting the open access requirements for any Middle Mile facilities in the proposed project. 9.2. Application Item 2- Applicant Entity Information The applicant must provide at least the following information, as necessary: • Certificate of Good Standing issued by the Secretary of State; • Organizational Chart, Company History, and Statement of Readiness to Build, Manage, and Operate Broadband; • Key Contact Information (Name, Title, Address, Email Address,and Phone number); • Key Company Officers. 9.3. Application Item 3 - Description of the Applicant's Current Broadband Infrastructure and Existing Infrastructure in the Area The applicant must provide: • A description of the provider's current broadband infrastructureand service within five miles of the proposed project; • A description of other providers' infrastructure within the projectarea which can be leased, purchased or accessed via interconnection. A - ]4 9.4. Application Item 4 - Project Location Data The applicant must provide the following: • Any proposed revisions to the priority area. For example, if the applicant wants to revise the priority area's geographic location, the applicant must specify those changes. See section 9.6 below for further information. • The geographic location of all households and housing units. This information will be provided in a plain-text, comma-separated values (CSV format) file, or kmz/kml file or shapefile, that contains geo-located street address information, including latitude and longitude coordinates.16 Additional information about how to format this item is available on the FFA website. • The geographic location of the project related key network equipment, such as router facilities, remote terminals, network interconnection, etc. Additional information about how to format this item is available on the CASF webpage. • The specific geographic boundary of the project area within which all project locations will fall (shapefile or .kml). 9.5. Application Item 5 -Median Income The applicant must report the median household income for each Census Block Group (CBG) that intersects the project area. The California Broadband Map (hgp://www.broadbandmap.caZovL) includes census derived population and income data and information regarding existing service providers and their reported service speeds. Using the census block group layer data return, the medium income and CBG code can be obtained. For reference, CBG codes are formatted as follows: • CBG(s) must be based on the latest decennial census. CBG(s) must be in a twelve--digit format, as follows:' State Coun Tract Block Group 2 digits 3 digits 6 digits 1 digit 9.6. Application Item 6 - Project Eligibility The applicant must rely on the project areas published by the Communications Division to identify project eligibility, as discussed in Section 2 of these Program Rules. The applicant must: • Provide evidence, such as the following, if revising the priority areas: o The applicant may provide CaISPEED tests to show actual speeds or There are a several possibilities for acquiring geolocated street address level data. This document from USAC' provides an overview of geolocation methods;https://www.usac.org/wp-content/uploads/high- cost/documents/Tools/HUBBGeolocationMethods.pdf. For example,a census block in the town of Fort Bidwell in Modoc County is 060490040001. A - 15 denials of service or other public feedback as evidence on unserved status. The Commission's public feedback tools are available on the Communications Division website: h s: www.c uc.ca. ov industries-and-to ics intemet-and- phone/broadband-map12ing_program f broadband-public-feedback. o The applicant may provide other crowdsourced speed test data from other platforms, such as Ookla, provided a speed test for each location also include the plan subscribed to at that location. o The applicant may present data contesting the reliability of service provided by existing providers (e.g., service quality information). o The applicant may provide qualitative information (e.g.,interviews and testimonial from the impacted community). o Other available data, including but not limited to documentation of existing service performance, federal and/or state-collected broadband data, user speed test results, interviews with residents and business owners, data that addresses a variety of factors, including whether users actually receive service at or above the speed thresholds at all hours of the day, whether factors other than speed such as latency or jitter, or deterioration of the existing connections make the user experience unreliable, and whether the existing service is being delivered by legacy technologies, such as copper telephone lines (typically using Digital Subscriber Line technology) or early versions of cable system technology(DOCSIS 2.0 or earlier). If served households or locations are included in a project, the application must include the rationale for why providing service to these households or locations is essential to the project. 9.7. Application Item 7- Deployment Schedule The applicant must provide a complete and reasonable project plan which demonstrates that project funds will be expended by the required deadline. The project plan includes at least: • A schedule for obtaining necessary permits prior to construction.The schedule must include the timeline required for the California Environmental Quality Act (CEQA) review, as applicable. • A schedule for project construction following receipt of permits, to complete the project within 24 months, or within 18 months if the projectis categorically exempt from CEQA. The schedule needs to identify and describe construction milestones and include start and end dates for each milestone. A- 16 • If the applicant is unable to construct and complete the proposed project within the approved timeline, it must notify Staff as soon as it becomes aware and explain reasons for the delay and when the project will be completed. 9.8. Application Item 8 - Proposed Project Expenditures The applicant must provide: • Identification of expense categories; direct and or indirect expenses; • Identification of direct expenses; equipment/materials, labor/construction wages and permitting/CEQA review; • Identification of individual cost elements and their cost amount with associated costs for last-mile and middle-mile infrastructure separated. The applicant must identify all the equipment to be funded by the FFA by category, (buildings, poles, network and access equipment, operating equipment,customer premise equipment, materials), and the type of equipment (new building, prefabricated building, rehab of existing building, poles, modification of poles, broadband switching equipment, cable,etc.); • Identification of allocated indirect costs; General and Administrative expenses, such as repair & maintenance expenses for equipment and facilities, utilities, rent of equipment and facilities, administrative costs, indirect materials and supplies, insurance on equipment& machinery, indirect labor and contract supervisory wages, production period interest expense; • Administrative expenses, including executive salaries, are limited to 2 percent of the total grant amount. We define administrative costs as indirect overhead costs attributable to a project, per generally accepted accounting principles (GAAP), and the direct cost of complying with Commission administrative and regulatory requirements related tothe grant itself. 9.9. Application Item 9- Economic Life of All Assets to be Funded The applicant must identify all the equipment to be funded by category (buildings, outside plant, poles, network and access equipment, operating equipment, customer premise equipment), the type of equipment (new building, prefabricated building, rehab of existing building, new poles, modification of existing poles, broadband switching equipment, office furniture and fixture, etc.), and the estimated useful life (10, 15, 20, etc. years). A - 17 9.10. Application Item 10 - Letter of Credit Requirement An eligible applicant that is not a local government, Tribal government, or does not hold a CPCN issued by the Commission is required to submit a Letter of Credit. The Letter of Credit must be irrevocable and will permit the Commission to immediately reclaim any funds provided in the event of non-compliance with the Commission's rules or requirements. The applicant must provide a letter of credit covering the full FFA grant amount issued to the applicant. The letter of credit must be valid throughout its entire 24-month project construction period. Local and Tribal governments are exempt from the requirement to obtain a letter of credit, provided they can demonstrate administrative capability and expertise in financial administration; demonstrate relationships with financial advisors; in-house or contracted expertise in evaluating broadband infrastructure project feasibility; and demonstrate relationships with, and support from, experienced public or nonprofit broadband system operators. These types of applications must be approved by Commission resolution. 9.11. Application Item 11 - Pricing Commitment An applicant must submit the monthly service subscription rates that it will offer to all consumers for a period of 5 years. To encourage adoption, installation charges must be waived during the commitment period. Recipients have the option to adjust plans in accordance with the Consumer Price Index. The applicant shall identify in its application: • Monthly service level subscription rates that cannot be raised for 5 years. • Waived installation/service connection charges. • Specify any commitments and/or requirements that the customermust accept in order to receive equipment, such as return of equipment. • Any broadband plan(s) for low-income customers detailing prices, data caps and speeds to be offered. o Applicants must participate in the Federal Communications Commission's Affordable Connectivity Program or offer an equivalent service plan for the life of the Affordable Connectivity Program. Should the ACP program end, the Commission will identify a successor low- income subsidy program participants must participate in. • Applicants electing to provide a low-cost broadband plan for all customers for the life of the infrastructure. The low-cost plan must meet the following minimum standards: o Must not include data usage caps; o Must offer speeds that are sufficient for a household with multiple users to simultaneously telework and engage in remote learning, which is defined as A- 18 50/20 Mbps; o Must be no more than $40 per month, though recipients electing to provide these plans have the option to adjust plans in accordance with the Consumer Price Index; o The grantee must not charge for installation or setup; o The grantee must provide a free modem or router; and o The service does not require a minimum term. Alternatively, an applicant may offer a plan that meets the above requirements except provide with higher speeds and/or at a lower cost per month. Grant recipients also may submit a request to the Communications Division to waive or modify these requirements in the future, should the need to adjust these requirements arise. In addition, the Commission will update these requirements as needed. Applicants requesting funding for middle-mile infrastructure must submit open access offerings including tiered pricing structures and the standard terms and conditions that will be available to entities requesting interconnection. 9.12. Application Item 12 - Marketing/Outreach Plan The applicant must provide a plan that encourages subscription of the service in the project location. The submission shall explain the marketing and outreach plans the applicant will employ to attract residents to sign up for service during the pricing commitment period. 9.13. Application Item 13 - Government and Community Support The applicant may submit endorsements or letters of support from state and local government, community groups, and anchor institutions supporting the deployment of the broadband infrastructure. 9.14. Application Item 14- Funding Sources The applicant must identify each applicable project funding source, such as: loans, bond offerings, financial contributions from the service provider, public or private broadband adoption or deployment program funds, and/or federal and state grants or loans. Applicants proposing to combine FFA funds with funds from a separate broadband grant program must explain how FFA funds would address an identified need for additional broadband investment that is not met by existing federal or state funding commitments. Applicants must also itemize project costs, detail how funds will not be used for costs that will be reimbursed by the other federal or state funding streams and explain the public benefit that additional A - 19 funds will provide. 9.15. Application Item 15 - Financial Qualifications The following must be submitted by applicant regarding the company: • CPA Audited/Attested Financial Statements for the last three years: o Balance Sheet o Income Statement o Statement of Cash Flows • Pro Forma Financial Forecast for a five-year period, including a listof assumptions supporting the forecast. Projections must include: o Balance Sheet o Income Statement o Statement of Cash Flows • Five-year annual EBIT (Earnings Before Income and Tax) projection forthe company. CPA Audited or Attested Financial Statements will be accepted from parent companies in lieu of financial statements from subsidiaries that have no audited or attested financial statements. If applicant has been in existence for less than three years, financial statements for as long as applicant has been in existence, e.g. one or two years, will be considered. For newly formed organizations, financial statements from the parent or sponsoring organization should be submitted, including the relationship between those organizations. 9.16. Application Item 16 - Project Viability The applicant must provide a five-year projected protect business plan showing project grant funding, profitability, revenues, and expenses. That plan must include an annual EBIT for the project. The project viability forecast must include projected revenue from customers, showing changes in subscriptions and service rates and charges through the pricing commitment period and the period thereafter, years three through five, as applicable. 9.17. Application Item 17- Providing Voice Service The applicant must provide information about the following: • Availability of voice service that meets California and FCCrequirements for 9-1-1 service. • Deployment plans for applicable Federal and state requirements for battery back- up; A - 20 9.18. Application Item 18 - CEQA Attestation The applicant must provide information about their project demonstrating how CEQA compliance is to be obtained. The applicant shall attest that they have contacted the Commission's Energy Division CEQA section in advance of the filing and have consulted with CEQA Staff regarding the process of developing and filing a Proponent's Environmental Assessment (PEA) or other CEQA documents and are aware of their responsibilities if their proposed project is not exempt from CEQA. Information on PEA and CEQA requirements is available on the Commission's website at: www.cl2uc.ca. og v/cega_ 9.19. Application Item 20 - Affidavit Applicants must submit an affidavit, under penalty of perjury, that to the best of their knowledge all the statements and representations made in the application information submitted is true and correct. 10.Submission and Timelines Staff will announce application submission information and other deadlines. Applications should be due every six months and staff will target to review them in no more than 6 months. An organization will have 14 days, inclusive of weekends and holidays to object to an application. Application Summaries and Maps will be posted to the CPUC website and notification sent to the CASF Distribution List. In the event any date falls on a weekend or holiday, the deadline is the next business day. 11.Posting of Applications The Commission will post a list of all pending applications, deadlines, and notices on the CPUC website 12.Objections The Commission will provide a period during which interested persons may review the grant applications that have been submitted and file written comments objecting to an application under review. The Commission will consider these comments in reviewing the application. Any party that objects to a proposed area as already served must provide definitive evidence that the area is in fact already served. An objection must identify and discuss an error of fact, or policy or statutory requirement that the application has contravened. Comments must be submitted no later than 14 calendar days, or a different date set by Staff, from when the notice of the application is served on the CASF Distribution List. Comments filed after A -21 the deadline will be deemed denied. Comments must be filed with the Commission and served on the CASF Distribution List. The Final Rule states, "recipients must ensure that SURF funds are designed to address an identified need for additional broadband investment that is not met by existing federal or state funding commitments." An objection asserting an existing agreement exists to build a wireline service to address the need should provide evidence of the existing agreement, and plans indicating the construction route, beginning and ending construction dates, service area boundaries, and other pertinent construction details. Consistent with the Final Rule, a project is not disqualified by proposing to provide service to served households or locations. An objection asserting existing wireline communications infrastructure meets or exceeds the 25/3 Mbps unserved definition may still be provided. These objections must include the following to be considered: • An attestation that all information provided is true and accurate in accordance with the Rule 1 of the Commission's Rules of Practice and Procedure. • Aga attestation that the households or locations identified are offered service and have the capability to reliably receive minimum speeds of 25 Mbps download and 3 Mbps upload. • An attestation as to whether or not the households or locations identified are offered service and have the capability to reliably receive speeds of at least 100 Mbps download and 100 Mbps upload or, or at least 100 Mbps download and 20 Mbps upload and information on why provision of 100 Mbps upload is not practicable. • The geographic location of all households or locations it serves in the area(s) for which the objection is filed. This information must be provided in a plain- text, comma-separated values (CSV) file, that contains geo- located street address information, including latitude and longitude coordinates. • The number of subscribers and the level of service subscribed to in the area being disputed, including billing statement information to verify subscribership. This information shall be submitted unredacted to the Commission under seal; and • At least two of the following: (1) permits, (2) easements, or (3) pole attachment applications submit and approved when infrastructure was built, and (4) pictures of provider infrastructure in the area (i.e., wires, huts, vaults,etc.). For example, street-view pictures of poles on which the attached communications infrastructure can be identified. A -22 Comments that do not meet these requirements will be deemed denied. An applicant may respond to any objection filed by an interested party within 14 days. A response to an objection must provide a public notice on the CASF Distribution List. Communications Division Staff will review this information, along with the applicant's documentation, as it develops its recommendations to the Commission for the disposition of each application. 13.Ministerial Review The Commission delegates to Communications Division Staff the authority to approve applications, including determinations of funding, that meet all of the following criteria: 1. Applicant meets the program eligibility requirements. 2. The application has not received a valid objection or objections, or Staff has determined that the project area is not served. 3. The total grant does not exceed$25,000,000. 4. The project must be California Environmental Quality Act (CEQA)- exempt, or approval letter must state that authorization to constructand release funds will be provided in a forthcoming resolution. 5. There must be no competing applications for the same project area in the same application period. 6. Costs per household are low, proposed project costs $9,300 per household or less. 7. Does not propose to leverage funding from other state or federal programs or propose a project area that overlaps with areas with existing commitments to provide broadband service that is reliable and offer speeds of 100/20 Mbps. 8. Does not propose a project areas that include areas that have been identified by the Communications Division as having an existing provider that offers 25/3 Mbps wireline service. 9. Does not request a waiver of any program requirements. Applications not meeting these criteria may only be approved by the Commission via resolution. Ministerial Process Resolution Process A-23 Maximum Cost per location of$9,300 Maximum Grant Amount: $25,000,000 Does not meet all criteria under Must be CEQA-exempt, or Ministerial Process approval letter must state that authorization to construct and release funds will be provided in forthcoming resolution. Ministerial review shall not provide an applicant with an advantage over other applicants, and Communications Division shall ensure that all applications are reviewed holistically (e.g., applications within a county). 14.Reporting Requirements Staff will provide guidance and a template for reporting which is consistent with the Treasury Final Rule.18 Grantees are required to file progress reports on at least a quarterly basis. These reports will be publicly posted by the Commission. Progress reports shall contain the following: • Description of project accomplishments during this period. • Identification of project milestones and the percent complete to date. If the percent completed is different from the estimated target milestones from the FFA application, it is necessary to provide a narrative description explaining what occurred. • Major construction milestones (including a reporting on all CEQA mitigation implementation and monitoring activities, if CEQA review was required), date of completion of each task/milestone as well as problems/issues encountered, and actions taken to resolve these issues/problems during construction (including CEQA compliance, if applicable). • Description of any challenges or issues and any risks faced during this past quarter in achieving planned progress on the project, including environmental compliance and permitting challenges if applicable. • Description of significant project milestones or accomplishments planned '$Treasury,Compliance and Reporting Guidance State and Local Fiscal Recovery Funds (November 15,2021 Version 2.1),available at httl2s://home.treasury,gov/system/files/136/SLFRF-Compliance-and-Reporting-Guidance.pdf. A-24 for the following reporting period • Subscribership information to date. • Certification that each progress report is true and correct, under penaltyof perjury. Grantees also must submit completion reports prior to receiving the final payment. These reports shall contain the following, for example: • Comparison of approved versus actual costs of construction. • Description of the project, including any changes in the project construction and alignment, if applicable. • Milestones and completion dates for each milestone. • Number of paying subscribers enrolled in the service provided by the funded construction, number of low-income customers enrolled in ACP, number of customers enrolled in any low-income plans, and the number of low-cost broadband plan customers enrolled. • Final date of completion of the project, problems/issues encountered since last semi-annual report and actions taken to resolve these issues/problems during construction (and comprehensive reporting on CEQA mitigation compliance, if applicable). • Speed test data at the address level for the project area,including: o Test results for download and upload speeds; o A representative sample of speed test results at dispersed locations in the project area, including locations at the edge of the project area; number of tests will vary based on project; ■ Maps and associated data of speed test locations and results in a .kmz/ .kml file, shapefile, or .csv spreadsheet. ■ A screenshot of results of Ca1SPEED speed tests, which can be accessed at hn://www.calspeed.orglindex.html."' o An attestation that all locations within the project area are offered service at minimum speeds of 100 Mbps download and 100 Mbps upload or higher or 100 Mbps download and 20 Mbps if applicable. • Maps and associated data of all locations served o The geographic coordinates of all locations that are served. This information will be provided in a plain-text, comma-separated "The technically available speed at the location shall be tested,not a customer's subscribed speed. A -25 values (.csv) file, or .kmz/ .kml file or shapefile that contains geo- located street address information, including latitude and longitude, as well as census block code (GEOID); o Projected subscribers versus actual subscribers (by subscriber type), as of the date of the completion report; o The actual number of current subscribers by subscriber type and subscriber speed; o The potential number of subscribers of each type that could be served using the FFA project's existing facilities at the same minimum defined speed; o Both the number of low-income customers in the project area and the number of low-income customers subscribing to low-income plans; o Identification of the number of served locations in the project area that have broadband availability at or above the aforementioned minimum speeds. • Documentation of advertisements, billing inserts and marketing information, by speed tier and prices. • Open access interconnections (if applicable). The number of interconnection requests and executed service agreements. Further, grant recipients are required to report speed, pricing, and any data allowance information, consistent with the Final Rule. Recipients must report annually to the Communications Division the speed, pricing, subscription data (including number of customers enrolled in ACP, low-cost, and low-income broadband plans), and any data allowance information on all offered plans. The report must also include a weblink with information on the recipient's income-qualified and affordable plans. The associated webpage should provide all plan information, ways to subscribe, and any necessary forms. 15.Payment Staff will provide instructions and a template for payments that is consistent with the Treasury's Final Rule and the Decision adopting these Program Guidelines. Requests for payments may be submitted as the project is progressively deployed. The prerequisite for first payment is the submittal of a progress report to the Commission showing that at least 10 percent of the project has been completed. Subsequent payments are made at the following deadlines: 35 percent completion, A -26 60 percent completion, 85 percent completion and 100 percent completion. The final 15 percent payment request (from 85 to 100 percent) will not be paid without an approved completion report. Payments are based on submitted receipts, invoices and other supporting documentation showing expenditures incurred for the project in accordance with the approved FFA funding budget included in the FFA grantee's application. In the event that the recipient fails to notify the Communications Division of any delays in the project completion and the project fails to meet the approved completion date, the Commission may impose penalties to be adopted in a Commission resolution. This may include rescinding the grant. Invoices submitted will be subject to a financial audit by the Commission at any time within 3 years of completion of project. If portions of reimbursements are found to be out of compliance, Grantees will be responsible for refunding any disallowed amounts along with appropriate interest at rates determined in accordance with applicable Commission decisions. All funds must be obligated within the statutory period between March 3, 2021 and December 31, 2024, and expended to cover such obligations by December 31, 2026.20 Projects that are not progressing must be quickly dissolved to free up funds and eligible areas for alternate applicants. As such, projects must demonstrate progress toward meeting grant objectives on the 182-or 24-month timeline, as applicable. On an annual basis, Communications Division Staff will place a resolution before the Commission with recommendations from Staff as to whether the applications that have not demonstrated substantial progress should be modified, revised, or rescinded. 16.CEQA Payment CEQA consultant costs shall be paid directly by the Commission to the contractor. Following award of a grant the Energy Division CEQA Section Staff will obtain a contractor to review the CEQA documents for the project. The FFA will pay directly the project's CEQA PEA preparation costs, but those costs will be identified as costs associated with the grant and will have no effect on the applicable shares of grantee assigned and program supported total project costs. The applicant may file with the Energy Division's CEQA Section a completed CEQA review conducted by another agency acting as the Lead Agency pursuant See, FAQ Question 6.11. A-27 to CEQA. Should this occur, grantees may request funds to pay for preparation of a PEA. 17.Execution and Performance Staff and the grant recipient shall determine a project start date after the grant recipient has obtained all approvals, commonly 30 days after approval of the resolution or ministerial review approval. Grant recipients shall consult with California Tribes consistent with CPUC policy, at the planning stage and throughout the life of the project. Should the recipient or Contractor fail to commence work at the agreed upon time, is not following the project plan in a reasonable manner, the Commission, upon ten days written notice to the FFA recipient, reserves the right to terminate the award. In the event that the FFA recipient fails to complete the project, in accordance with the terms of approval granted by the Commission, the FFA recipient must reimburse some or all of the FFA funds that it has received. The FFA grant recipient must complete all performance under the award on or before the termination date of the award. Failure of an applicant to comply with the Commission's Order or grant agreement, as amended, or required by the U.S. Treasury Department may result in cancellation of the award. The Commission or the Recipient may terminate a grant award, at any time at its sole discretion by delivering ten (10) days written notice to the applicant/grant award recipient. In the event that the applicant terminates the grant award, for any reason whatsoever, it will refund to the Commission within 30 days of said termination, all payments made hereunder by the Commission to the applicant for work not completed or not accepted by the Commission. Such termination will require written notice to that effect that is delivered by the applicant to the Commission not less than ten (10) days prior to said termination. Communications Division Staff will notify the applicant of intent to prepare for Commission approval, a draft resolution that would rescind a FFA grant due to nonperformance. Grant recipients shall provide for compliance with the American Rescue Plan Act and all other applicable federal statutes, regulations, and executive orders.21 18.Construction Phase 2'See, Department of the Treasury,Final Rule,Coronavirus State and Local Fiscal Recovery Funds,31 C.F.R. Part 35, 87 FR 4338-4454 (January 27,2022) (Final Rule),available at: h ttps://www.federal register.gov/documents/2022/01/27/2022-00292/coronav i ru s-state-and-local-fiscal-recovery- funds. A -28 A grantee must notify the Commission within five days of determining that the grantee is planning to sell or transfer its assets. The grantee shall notify the Director of the Commission's Communications Division in writing of its intent to sell or transfer company assets within five days of becoming aware of these plans. The grantee shall also provide documentation, including an affidavit, stating that the new entity will take full responsibility and ownership to comply with the requirements of the FFA award and required by the U.S. Treasury Department. The new entity shall agree in writing to such. The grantee shall provide the Commission with any necessary documents requested in its review of the transfer. This will include all documents that are generally required of all entities applying for the FFA grants. The grantee shall not transfer FFA funds or the built portion of the project to the new entity prior to Commission approval via a resolution/order. If the Commission does not provide approval, it will rescind the grant. Pursuant to P.U. Code 281(1), grantees must report monthly to the commission all of the following information throughout the construction phase: (A) The name and contractor's license number of each licensed contractor and subcontractor undertaking a contract or subcontract in excess of twenty-five thousand dollars ($25,000) to perform work on a project funded or financed pursuant to this section. (B) The location where a contractor or subcontractor described in subparagraph (A) will be performing that work. (C) The anticipated dates when that work will be performed. The Commission will, on a monthly basis, post the information reported pursuant to this subdivision on the commission's FFA internet website. 19.Post-Construction Phase For three years after project completion, a grantee must notify the Commission within five days of determining that the grantee is planning to sell or transfer its assets. The grantee shall notify the Director of the Commission's Communications Division in writing of their intent to sell or transfer company assets within five days of becoming aware of these plans. The grantee shall also provide documentation, including an affidavit, stating that the new entity will take full responsibility and ownership to comply with the requirements of the FFA grant and requirements of the U.S. Treasury Department. The new entity shall agree in writing to such. Additionally, grant recipients must file a Tier 2 Advice Letter with the following information: A-29 • Purchase price; • Copy of the agreement; • Binding agreement from the purchaser or lessee to fulfill the terms and conditions relating to the project after such sale or lease; and, • An explanation as to how the transaction would be in the best interests of those served by the project. 20.Audit Compliance Changes All applicants are required to sign a consent form agreeing to the terms and conditions of the Federal Funding Account. These will be stated either in the Resolution approving the project, or in a letter sent by Staff to the successful applicant. The agreement will provide the name of the applicant, names of officers and members, and must be signed by the applicant. All recipients of federally funded grants exceeding$750,000 will need to include a budget for a federal audit.22 21.Penalties Non-telephone corporation grantees must agree to the following language in the affidavit found in Attachment A to this document. zz Treasury,Compliance and Reporting Guidance State and Local Fiscal Recovery Funds (November 15,2021 Version 2.1),available at https://home.treasury.gov/system/files/136/SLFRF-Compliance-and-Reporting-Guidance.pdf. A -30 ATTACHMENT A Guidance to Staff on Information to Require for Telephone Corporations NOTARIZED AFFIDAVIT Name of Carrier/Company Utility Identification Number or check here if Application for CPCN is pending and the CPUC assigned application no., if available. My name is . 1 am (Title) of (Company). My personal knowledge of the facts stated herein has been derived from my employment with (Company) I swear or affirm that I have personal knowledge of the facts stated in this Application for the California Advanced Services Fund, I am competent to testify to them, and I have the authority to make this Application on behalf of and to bind the Company. I further swear or affirm that [Name of Carrier/Company] agrees to comply with all federal and state statutes, rules, and regulations, covering broadband services and state contractual rules and regulations, if granted fundingfrom the California Advanced Services Fund. I swear and affirm that I agree to comply with Rules 1.11 and 2.2 of the California Public Utilities Commission's rules of practice and Procedure. I swear or affirm, under penalty of perjury, and under Rule 1.1 of the California Public Utilities Commission's Rules of Practice and Procedure, that, to the best of my knowledge, all of the statements and representations made in this Application are true and correct. Signature and title Type or print name and title SUBSCRIBED AND SWORN to before me on the day of , 20 Notary Public In and For the State of My Commission expires: A -31 Guidance to Staff on Information to Require on-Telephone Corporations NOTARIZED AFFIDAVIT Name of Carrier/Company Utility Identification Number or check here if Application for CPCN is pending and the CPUC assigned application no., if available. My name is . lam (Title) of (Company). My personal knowledge of the facts stated herein has been derived from my employment with (Company) I swear or affirm that I have personal knowledge of the facts stated in this Application for the California Advanced Services Fund, I am competent to testify to them, and I have the authority to make this Application on behalf of and to bind the Company. I further swear or affirm that [Name of Carrier/Company] agrees to comply with all federal and state statutes, rules, and regulations, covering broadband services and state contractual rules and regulations, if granted fundingfrom the California Advanced Services Fund. I swear and affirm that I agree to comply with Rules 1.11 and 2.2 of the California Public Utilities Commission's rules of practice and Procedure. I swear or affirm, under penalty of perjury, and under Rule 1.1 of the California Public Utilities Commission's Rules of Practice and Procedure, that, to the best of my knowledge, all of the statements and representations made in this Application are true and correct. If [Grantee Name] violates the terms and conditions of a program award or other program and project compliance requirements, it shall be subject to Public Utilities Code Sections 2108 and 2111. The Commission may impose the maximum penalties allowed under Public Utilities Code Sections 2108 and 2111 for failure to meet the program and project compliance requirements, as determined by the Commission. Signature and title Type or print name and title A -32 SUBSCRIBED AND SWORN to before me on the day of____, 20 Notary Public In and For the State of My Commission expires: - 13 -