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Metromedia Fiber Network Services Inc Telecommunications Franchise Agreement0006.080.037 RJM/ 01/03/97 R:01/07/96hrw R:01/15/97hrw R:01/21/97gjz ORDINANCE NO. 3128 AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, GRANTING TO METRICOM, INC., A CALIFORNIA CORPORATION, ITS SUCCESSORS AND ASSIGNS, A NON EXCLUSIVE FRANCHISE FOR FIVE YEARS, TO ATTACH, INSTALL, OPERATE, AND MAINTAIN A WIRELESS DIGITAL COMMUNICATIONS RADIO NETWORK IN, ON, OVER, UPON, ALONG, AND ACROSS CERTAIN DESIGNATED PUBLIC RIGHTS -OF -WAY OF THE CITY OF EDMONDS, WASHINGTON, PRESCRIBING CERTAIN RIGHTS, DUTIES, TERMS, AND CONDITIONS WITH RESPECT THERETO, AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, Metricom, Inc. (hereinafter "the Franchisee") has requested that the City grant it the right to install, operate and maintain a communications system within the rights -of - way of the City; and WHEREAS, the City Council has found it desirable for the welfare of the City and its residents that such a non-exclusive franchise be granted to the Franchisee; and WHEREAS, the City Council has the authority under RCW 35A`.47.040 to grant franchises for the use of its streets and other public properties; and WHEREAS, the City is willing to grant the rights requested subject to certain terms and conditions, NOW, THEREFORE, 152382 -1- .�• THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON DO ORDAIN AS FOLLOWS: Section 1. Authority Granted. The City hereby grants to the Franchisee, its heirs, successors, legal representatives and assigns, subject to the terms and conditions hereinafter set forth, the right, privilege and authority to construct, operate, maintain, replace, and use all necessary equipment and facilities thereto for the telecommunications system described in the Franchisee's application to the City, in, under, on, across, over, through, along or below the public rights -of -way and easements which the City and the Franchisee determine allow for the installation of telecommunication facilities located in the territorial limits of the City of Edmonds as they currently exist or may expand, as approved under City permits issued pursuant to this Franchise. The precise location of any and all facilities installed. pursuant to this Franchise shall be approved by the City according to the street use and excavation permit process referred to in Section 7 below. Section 2. Term. The term of this Franchise shall be for a period of 5 years from the effective date set forth in Section 31 below, unless sooner terminated by the Franchisee or the City as further provided herein. This Franchise may be renewed for an additional 5 year term according to the following process: If the Franchisee desires to renew, the Franchisee shall notify the City not later than 180 days prior to the expiration date of this Franchise of the desire to renew and whether the Franchisee desires to "renegotiate any of this Franchise's terms or desires to add or delete any terms. The City will respond to the request for renewal not later than 120 days prior the expiration date and may request renegotiation of any term or the addition or deletion of any term at that time. If the Franchisee does not request renegotiation, addition 152382 - 2 - or deletion of any term and the City does not respond within the time period stated or responds in the affirmative without a request for renegotiation, addition or deletion, this Franchise shall automatically renew for the additional 5 year period on the same terms and conditions. If the Franchisee asks to renegotiate, add or delete any term or terms, this Franchise shall not renew unless and until the City and Franchisee reach agreement on the terms and said terms are approved by the City Council. If the City responds to the Franchisee's request for renewal by requesting renegotiation, addition, or deletion of any term or terms, this Franchise shall not be renewed unless and until the City and the Franchisee reach agreement on the terms and said terms are approved by the City Council. Nothing in this paragraph prevents the parties from reaching agreement on renewal earlier than the time periods indicated. f Section 3. Non -Exclusive Grant. This Franchise shall not in any manner prevent the City from entering into other similar agreements or granting other or further franchises in, under, on, across, over, through, along or below any of said rights -of -way, streets, avenues or all other public lands and properties of every type and description. Such Franchise shall in no way prevent or prohibit the City from using any of said roads, streets or other public properties or affect its jurisdiction over them or any part of them, and the City shall retain power to make all necessary changes, relocations, repairs, maintenance, establishment, improvement, dedication of same as the City may deem fit, including the dedication, establishment, maintenance, and improvement of all new rights -of -ways, thoroughfares and other public properties of every type and description. Section 4. Relocation of Telecommunications Facilities. The Franchisee agrees and covenants at its sole cost and expense, to protect, support, temporarily disconnect, relocate or 152382 - 3 - remove from any street any of its installations when so required by the City by reason of traffic conditions or public safety, dedications of new rights -of -way and the establishment and improvement thereof, widening and improvement of existing rights -of -way, street vacations, freeway construction, change or establishment of street grade, or the construction of any public improvement or structure by any governmental agency acting in a governmental capacity, provided that the Franchisee shall in all such cases have the privilege to temporarily bypass, in the authorized portion of the same street upon approval by the City, any section of cable or any other facility required to be temporarily disconnected or removed. Upon request of the City and in order to facilitate the design of City street and right-of- way improvements, the Franchisee agrees to, at its sole cost and expense, locate and if f determined necessary by the City, to excavate and expose the Franchisee's facilities for inspection so that the location of the same may be taken into account in the improvement design. The decision as to whether said facilities need to be relocated in order to accommodate the City's improvements shall be made by the City upon review of the location and construction of the Franchisee's facilities. If the City determines that the project necessitates the relocation of the Franchisee's then existing facilities, the City shall: A. At least 180 days prior to the commencement of such improvement project, provide the Franchisee with written notice requiring such relocation. Provided, however, that in the event of an emergency posing a threat to the public safety or welfare, or in the event of an emergency beyond the control of the City and which will result in severe financial consequences to the City, the City shall give the Franchisee written notice as soon as practicable; B. Provide the Franchisee with copies of pertinent information for such improvement project and a proposed location for the 152382 - 4 - Franchisee's facilities so that the Franchisee may relocate its facilities in other City right-of-way in order to accommodate such improvement project; and C. After receipt of such notice and such pertinent information, the Franchisee shall complete relocation of its facilities at no charge or expense to the City so as to accommodate the improvement project at least 10 days prior to commencement of the project. The Franchisee may, after receipt of written notice requesting a relocation of its facilities, submit to the City written alternatives to such relocation. The City shall evaluate such alternatives and advise the Franchisee in writing if one or more of the alternatives is suitable to accommodate the work which would otherwise necessitate relocation of the facilities. If so requested by the City, the Franchisee shall submit additional information to assist the City in making such evaluation. The City shall give each alternative proposed by the Franchisee full and fair consideration, within a reasonable time so as to allow for the, relocation work to be performed in a timely manner. In the event the City ultimately determines that there is no other reasonable alternative, the Franchisee shall relocate its facilities as otherwise provided in this Section. The provisions of this Section shall survive the expiration, revocation or termination of this Franchise, provided, that relocation shall not be required after expiration of this Franchise if the City consents to the Franchisee abandoning its facilities in place. The provisions of this Section shall in no manner preclude or restrict the Franchisee from making any arrangements it may deem appropriate when responding to a request for relocation of its facilities by any person or entity other than the City, where the facilities to be constructed by said person or entity are not or will not become city -owned, operated or maintained facilities, provided that such arrangements do not unduly delay a City construction project. 152382 - 5 - The Franchisee will indemnify, hold harmless, and pay the costs of defending the City against any and all claims, suits, actions, damages or liabilities for delays on City construction projects caused by or arising out of the failure of the Franchisee to relocate its facilities in a timely manner, provided, that the Franchisee shall not be responsible for damages due to delays caused by circumstances beyond the control of the Franchisee. The indemnity provisions of this Section shall survive the expiration, revocation or termination of this Franchise. Section 5. Undergrounding of Facilities. The undergrounding requirements of this Section shall apply where the Franchisee's facilities consist of cable or any other facilities which are capable of being placed underground. Where the Franchisee's facilities consist of antennae or other facilities which are required to remain above ground in order to be functional, this Section shall not apply. As currently proposed, the facilities of the Franchisee do not require undergrounding. However, if future design modifications include features which would otherwise be required to be placed underground, then those portions of the Franchisee's future facilities shall be placed underground to the extent that it is technologically feasible. In any area of the City in which there are no aerial facilities other than antennae or other facilities required to remain above ground in order to be functional, or in any City right-of-way or easement in which all telephone, electric power wires and cables have been placed underground, the Franchisee shall not be permitted to erect poles or to run or suspend wires, cables or other facilities thereon, but shall lay such wires, cables or other facilities underground in the manner required by the City. The Franchisee acknowledges and agrees that if the City does not require the undergrounding of its facilities at the time of permit application, the City 152382 - 6 - may, at any time in the future, require the conversion of the Franchisee's aerial facilities to underground installation at the Franchisee's expense. Whenever the City requires the undergrounding of all aerial utilities in any area of the City which the City has the legal authority to require to underground without the payment of costs under any tariff, the Franchisee shall underground its aerial facilities in the manner specified by the City, concurrently with and in the area of all the other affected utilities. The location of any such relocated and underground utilities shall be approved by the City. The Franchisee shall underground its facilities at its own expense, but the Franchisee is encouraged to contact and agree with other affected utilities so that all costs for common trenching, common utility vaults and other costs not specifically attributable to the undergrounding of any particular facility are borne fairly and proportionately by all the utilities involved in the underground project. The provisions of this section shall survive the expiration, revocation or termination of this Franchise. Nothing in this paragraph shall be construed as requiring the City to pay any costs of undergrounding any of the Franchisee's facilities. Section 6. The Franchisee's Maps and Records. After construction is complete, and as a condition of this Franchise, the Franchisee shall provide to the City upon request and at no cost, accurate copies of all as -built plans, maps and records. Section 7. Work in the Ri ht-of-Wa . During any period of relocation, construction or I maintenance, all surface structures, if any, shall be erected and used in such places and positions within said public rights -of -way and other public properties so as to interfere as little as possible with the free passage of traffic and the free use of adjoining property, and the Franchisee shall at all times post and maintain proper barricades and comply with all applicable safety regulations 152382 - 7 - during such period of construction as required by the ordinances of the City or the laws of the State of Washington, including RCW 39.04.180 for the construction of trench safety systems. Unless otherwise required by the Community Services Director, the Franchisee shall obtain a permit from the City prior to the commencement of any excavation within a public right-of-way or any other work within such a right-of-way not requiring excavation, for the purpose of installation, construction, repair, maintenance or relocation of its cable or equipment. In addition, the City shall be given at least 3 working days notice of the Franchisee's intent to commence work in the public right-of-way. The Franchisee shall pay all duly established permit and inspection fees associated with the processing of the permit. In no case shall any work commence within any public right-of-way without a permit, except as otherwise provided in this Franchise. During the progress of the work; the Franchisee shall not unnecessarily obstruct the passage or proper use of the right-of-way, and shall file as -built plans or maps with the City showing the proposed and final location of the cable or its facilities. All work by the Franchisee in any area covered by this Franchise and as described in this Section shall be performed in accordance with City of Edmonds construction standards. If the City has plans to improve any right-of-way to which this Franchise applies within 2 years of the Franchisee's application for a permit to locate its facilities in such right-of-way, the Franchisee may be allowed to install its facilities above ground, to the extent feasible, until such time as the City's improvements occur, at which time the Franchisee will underground its facilities concurrent with the City's improvement project. If either the City or the Franchisee shall at any time plan to make excavations in any area covered by this Franchise and as described in this Section, the party planning such excavation 152382 - 8 - shall afford the other, upon receipt of a written request to do so, an opportunity to share such excavation, provided that: A. Such joint use shall not unreasonably delay the work of the party causing the excavation to be made; B. Such joint use shall be arranged and accomplished on terms and conditions satisfactory to both parties; and C. Either party may deny such request for safety reasons. The joint use provisions of this Section shall apply only to joint use by the City and the Franchisee. Nothing in this Section is intended to require the Franchisee to afford other similar Franchisee's or other users the opportunity to share the Franchisee's excavations. The provisions of this section shall survive the expiration, revocation or termination of this Franchise. Section S. Restoration After Construction. The Franchisee shall, after installation, construction, relocation, maintenance, removal or repair of cable or facilities within the Franchise area, restore the surface of the right-of-way and any other City facilities which may be disturbed by the work, to at least the same condition the right-of-way or facility was in immediately prior to any such installation, construction, relocation, maintenance or repair. The Community Services Director shall have final approval of the condition of such streets and public places after restoration. All survey monuments which are to be disturbed or displaced by such work shall be referenced and restored, as per WAC 332-120, as the same now exists or may hereafter be amended, and all other pertinent federal, state and local standards and specifications. The Franchisee agrees to promptly complete all restoration work and to promptly repair any damage caused by such work to the right-of-way or other affected area at its sole cost and expense according to the time and terms specified in the permit issued by the City and in any applicable local ordinance or regulation, as the same now exist or as it may hereafter be 152382 - 9 - amended or superseded. The provisions of this Section shall survive the expiration, revocation or termination by other means of this Franchise. All work by the Franchisee pursuant to this Section shall be performed in accord with City of Edmonds construction standards. Section q. Emergency Work Permit Waiver. In the event of any emergency in which any of the Franchisee's facilities located in, above or under any street, right-of-way or easement, are damaged or broken, or if the Franchisee's construction area is otherwise in such a condition as to immediately endanger the property, life, health or safety of any individual, the Franchisee shall immediately take the proper emergency measures to repair its facilities, to cure or remedy the dangerous conditions for the protection of property, life, health or safety of individuals without first applying for and obtaining a permit as required by this Franchise. However, this shall not relieve the Franchisee from the requirement of notifying the City of the emergency work and obtaining any permits necessary for this purpose. The Franchisee shall notify the City by telephone immediately upon learning of the emergency and the Franchisee shall apply for all required permits not later than the second succeeding day during which the Edmonds City Hall is open for business. Section . Dangerous Conditions, Authority for City to Abate. Whenever construction, installation or excavation of facilities authorized by this Franchise has caused or contributed to a contrition that appears -to substantially impair the lateral support of the adjoining street or public place, or endangers the public, an adjoining public place, street utilities or City property, the Community Services Director may direct the Franchisee, at the Franchisee's own expense, to take action to protect the public, adjacent public places, City property or street utilities; and such action may include compliance within a prescribed time. 152382 - 10 - In the event that the Franchisee fails or refuses to promptly take the actions directed by the City, or fails to fully comply with such directions, or if emergency conditions exist which require immediate action, the City may enter upon the property and take such actions as are necessary to protect the public, the adjacent streets, or street utilities, or to maintain the lateral support thereof, or actions regarded as necessary safety precautions; and the Franchisee shall be liable to the City for the costs thereof. The provisions of this Section shall survive the expiration, revocation or termination by other means of this Franchise. Section 11. Recovery of Costs. The Franchise shall pay a one time administrative fee in the amount of $2,000.00 to cover the City's costs in drafting and processing this Franchise and all work related thereto. The fee shall be paid at the time of acceptance of this Franchise as set forth in Section 30 and this Franchise shall not become'effective until payment of the fee. The Franchise shall further be subject to all permit fees associated with activities undertaken through the authority granted in this Franchise or under the laws of the City. Where the City incurs costs and expenses for review, inspection or supervision of activities undertaken through the authority granted in this Franchise or any ordinances relating to the subject for which a permit fee is not established, the Franchise shall reimburse the City directly for any and all costs. In addition to the above, the Franchisee shall promptly reimburse the City for any and all costs the City reasonably incurs in response to any emergency involving the Franchisee's communications facilities. Finally, the Franchisee shall reimburse the City upon submittal by the City of an itemized billing by project of costs, for the Franchisee's proportionate share of all actual, identified 152392 - 11 - expenses incurred by the City in planning, constructing, installing, repairing or altering any City facility as the result of the presence in the right-of-way of the Franchisee's facilities. Such costs and expenses shall include but not be limited to the Franchisee's proportionate cost of City personnel assigned to oversee or engage in any work in the right-of-way as the result of the presence of the Franchisee's facility in the right-of-way. Such costs and expenses shall also include the Franchisee's proportionate share of any time spent reviewing construction plans in order to either accomplish the relocation of the Franchisee's facilities or the routing or rerouting of any utilities so as not to interfere with the Franchisee's facilities. The time of City employees shall be charged at their respective rate of salary, including overtime if applicable, plus benefits and overhead. Any other costs will be billed proportionately on an actual cost basis. All billings will be itemized so as to specifically identify the costs and expenses for each project for which the City claims reimbursement. A charge for the actual costs incurred in preparing the billing may also be included in said billing. The billing may be on an annual basis, but the City shall provide the Franchisee with the City's itemization of costs at the conclusion of each project for information purposes. Section 12. Fee for City -Owned Poles and Locations. In addition to any other fees or taxes for which the Franchisee is required to pay the City, the Franchisee shall pay the City an annual fee in the amount of $60.00 for the use of each City -owned pole or other City -owned property upon which the Franchisee's telecommunications facilities are installed pursuant to this Franchise. The initial annual fee shall be due and payable not later than the date of installation on the first City -owned pole or other City -owned property pursuant to this Franchise, and shall equal the total number of City -owned poles or other City -owned locations the Franchisee then 152382 - 12 - estimates it will install during the remaining portion of the calendar year multiplied by the annual fee. In all subsequent years, the annual fee shall equal the total number of City -owned poles or other City -owned locations occupied for any portion of the calendar year multiplied by the annual fee. The annual fee imposed by this Section may be prorated for any portion of any year; provided, however, that the Franchisee shall make and keep records of sufficient accuracy to demonstrate that it is entitled to prorate any portion of the annual fee imposed by this Section. The fee imposed by this Section shall be due by January 31st of each year following the initial year of installation. Section 13. Consideration and Reservation of Rights. It is the understanding of the parties in reaching agreement regarding consideration for this franchise that: (1) the Franchisee's operations as currently proposed are those of a "telephone business" as that term is defined in RCW 82.04.065; and (2) that the City is prohibited from imposing a franchise fee or other charges, except for administrative fees and the utility tax authorized by RCW Chapter 35.21. If in the future the business of the Franchisee should cease to qualify as a "telephone business" under the provisions of the state statute, the business itself shall change such that all or a portion of it no longer qualifies as a "telephone business", or state laws are amended in a way which permit the City greater latitude in the imposition of a franchise fee or other taxes, the City reserves the right, subject to bilateral renegotiation with the Franchisee, to change the provisions of this Franchise as they relate to taxes and/or franchise fees in order to preserve the considerations embodied in this franchise. At the date of passage of this franchise ordinance, maximum consideration for the life of this agreement pursuant to a tax or franchise fee shall be limited to six percent of gross revenues. 152382 - 13 - Section 14. Indemnification. The Franchisee hereby releases, covenants not to bring suit and agrees to indemnify, defend and hold harmless the City, its officers, employees, agents and representatives from any and all claims, costs, judgments, awards or liability to any person, including claims by the Franchisee's own employees to which the Franchisee might otherwise be immune under Title 51 RCW, arising from injury, sickness or death of any person or damage to property of which the negligent acts or omissions of the Franchisee, its agents, servants, officers or employees in performing the activities authorized by this Franchise are the proximate cause. The Franchisee further releases, covenants not to bring suit and agrees to indemnify, defend and hold harmless the City, its officers and employees from any and all claims, costs, judgments, awards or liability to any person including claims by the Franchisee's own employees, including those claims to which the Franchisee might otherwise have immunity under Title 51 RCW, arising against the City solely by virtue of the City's ownership or control of the rights -of -way, or other public properties, by virtue of the Franchisee's exercise of the rights granted herein, or by virtue of the City's permitting the Franchisee's use of the City's rights -of - way or other public property, or based upon the City's inspection or lack of inspection of work performed by the Franchisee, its agents and servants, officers or employees in connection with work authorized on the City's property or property over which the City has control, pursuant to this Franchise or pursuant to any other permit or approval issued in connection with this Franchise. This covenant of indemnification shall include, but not be limited by this refereace, to claims against the City arising as a result of the negligent acts or omissions of the Franchisee, its agents, servants, officers or employees in barricading, instituting trench safety systems or providing other adequate warnings of any excavation, construction, or work in any public right- 152382 - 14 - of -way or other public place in performance of work or services permitted under this Franchise. In the event that the Franchisee's transmission technology or facilities emit electromagnetic impulses (EMF), the Franchisee expressly agrees that this indemnity provision extends to any and all claims for injury, sickness or death of any person, including employees of the Franchisee, arising out of or caused by said emissions. Inspection or acceptance by the City of any work performed by the Franchisee at the time of completion of construction shall not be grounds for avoidance of any of these covenants of indemnification. Said indemnification obligations shall extend to claims which are not reduced to a suit and any claims which may be compromised prior to the culmination of any litigation or the institution of any litigation, provided that the Franchisee has been given prompt written notice by the City of any such claim, has the right to defend or participate in the defense of any such claim and has the right to approve any settlement or other compromise of any such claim. In the event that the Franchisee refuses the tender of defense in any suit or any claim, said tender having been made pursuant to the indemnification clauses contained herein, and said refusal is subsequently determined by a court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter), to have been a wrongful refusal on the part of the Franchisee, then the Franchisee shall pay all of the City's costs for defense of the action, including all reasonable expert witness fees and reasonable attorneys' fees and the reasonable costs of the City, including reasonable attorneys' � fees of recovering under this indemnification clause. The obligations of the Franchisee under the indemnification provisions of this paragraph shall apply regardless of whether liability for damages arising out of bodily injury to persons or 152382 - 15 _ damages to property were caused or contributed to by the concurrent negligence of the City, its officers, agents, employees or contractors. The provisions of this Section, however, are not to be construed to require the Franchisee to hold harmless, defend or indemnify the City as to any claim, demand, suit or action which arises out of the sole negligence of the City. It is further specifically and expressly understood that the indemnification provided herein constitutes the Franchisee's waiver of immunity under Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. In the event that any court of competent jurisdiction determines that this contract is subject to the provisions of RCW 4.24.115, the parties agree that the indemnity provisions hereunder shall be deemed amended to conform to said statute and liability shall be allocated as provided therein. 1 Notwithstanding any other provisions of this Section, the Franchisee assumes the risk of damage to its facilities located in the City's rights -of -way and easements from activities conducted by the City, its officers, agents, employees and contractors. The Franchisee releases and waives any and all claims against the City, its officers, agents, employees or contractors for damage to or destruction of the Franchisee's facilities caused by or arising out of activities conducted by the City, its officers, agents, employees and contractors, in the public rights -of - way and easements subject to this Franchise, except to the extent any such damage or destruction is caused by or arises from the sole negligence or any wilful or malicious action on the part of the City, its officers, agents, employees or contractors. The Franchisee further agrees to indemnify, hold harmless and defend the City against any claims for damages, including, but not limited to, business interruption damages and lost profits, brought by or under users of the Franchisee's facilities as the result of any interruption of service due to damage or destruction 152382 - 1 6 - of the Franchisee's facilities caused by or arising out of activities conducted by the City, its officers, agents, employees or contractors, except to the extent any such damage or destruction is caused by or arises from the sole negligence or any wilful or malicious actions on the part of the City, its officers, agents, employees or contractors. The provisions of this Section shall survive the expiration, revocation or termination of this Franchise. Section 15. Insurance. The Franchisee shall procure and maintain for the duration of the Franchise, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the exercise of the rights, privileges and authority granted hereunder to the Franchisee, its agents, representatives or employees. The Franchisee shall provide an insurance certificate, together with an endorsement naming the City, its officers, elected officials, agents, employees, representatives, engineers, consultants and volunteers as additional insureds, to the City for its inspection prior to the commencement of any work or installation of any facilities pursuant to this Franchise, and such insurance certificate shall evidence: A. Automobile Liability insurance with limits no less than $1, 000, 000 Combined Single Limit per accident for bodily injury and property damage; and B. Commercial General Liability insurance, written on an occurrence basis with limits no less than $1, 000, 000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations; broad form property damage; explosion, collapse and underground (XCL); and employer's liability. 152382 - 17 - The above coverages may be provided, in part, through an umbrella policy, with the approval of the City's Risk Manager. Any deductibles or self -insured retentions must be declared to and approved by the City. Payment of deductible or self -insured retention shall be the sole responsibility of the Franchisee. The insurance policy(ies) obtained by the Franchisee shall name the City, its officers, elected officials, agents, employees, representatives, engineers, consultants and volunteers, as additional insureds with regard to activities performed by or on behalf of the Franchisee. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, elected officials, agents, employees, representatives, engineers, consultants or volunteers. In addition, the insurance policy shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. The Franchisee's insurance shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Franchisee's insurance and shall not contribute with it. The insurance policy or policies required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City. The insurance certificate shall contain language evidencing these requirements. Any failure to comply with the reporting provisions of the policies required herein shall not affect coverage provided to the City, its officers, officials, employees or volunteers. 152382 - 18 - Section 16. Abandonment and Removal of the Franchisee's Telecommunications System Facilities. No cable, section of cable or other facility laid in the right-of-way by the Franchisee may be abandoned by the Franchisee without the express written consent of the City. Any plan for abandonment or removal of the Franchisee's cable and facilities must be first approved by the Community Services Director, and all necessary permits must be obtained prior to such work. The provisions of this Section shall survive the expiration, revocation or termination of this Franchise. In the event that the City allows the Franchisee to abandon any portion of its cable or facilities, the City shall be responsible for such cable or facilities and the Franchisee shall have no further obligation to maintain, relocate or remove such facilities. Section 17. Commencement of Construction. Construction of the facilities contemplated by this Franchise shall commence no later than two years, after the effective date of this Franchise, provided that such time limit shall not apply to delays caused by acts of God, strikes, eminent domain litigation or other occurrences over which the Franchisee has no control. Section 18. Sure . Before undertaking any of the work, installation, improvements, construction, repair, relocation or maintenance authorized by this Franchise, the Franchisee shall furnish a surety reasonably acceptable to the City in an aggregate amount consistent with the Franchisee's performance of all covenants, terms, conditions and obligations under this Franchise. If the surety is in a form other than cash, it shall be issued by a corporate surety authorized to do a surety business in the State of Washington in the form set forth in Exhibit A. The required surety shall be maintained during the term of this Franchise (including any extension thereof) and for a two-year period thereafter. The initial amount of the surety required by this Section shall not be greater than $15,000.00; provided, however, that the Community 152382 - 19 - Services Director may from time to time review the amount of surety and determine an appropriate level based upon the Franchisee's performance of the covenants, terms, conditions and obligations under this Franchise. In the event that the Community Services Director elects to raise the amount of surety required, he or she shall give written notice to the Franchisee setting forth the reasons for doing so. The Franchisee's operations do not require undergrounding of facilities, are relatively few in number, and readily accessible. Therefore, the total surety in this case shall not exceed $15, 000.00. Section 19. Modification. The City and the Franchisee hereby reserve the right to alter, amend or modify the administrative terms and conditions of this Franchise upon written agreement of both parties to such alteration, amendment or modification. Provided, however, that any alteration, amendment, or modification of any substantive term or condition of this Franchise shall be approved by the City Council in the manner in which this Franchise was initially approved. Section 20. Forfeiture and Revocation. If the Franchisee willfully violates or fails to comply with any of the material provisions of this Franchise, or through willful misconduct or gross negligence fails to heed or comply, within 30 days, with any notice given the Franchisee by the City under the provisions of this Franchise, then the Franchisee shall, at the election of the Edmonds City Council, forfeit all rights conferred hereunder and this Franchise may be revoked, terminated or annulled by the Council after a hearing held upon reasonable notice to the Franchisee. The Council may decide, after consideration of the reasons for the Franchisee's failure to comply with the Franchise, to allow the Franchisee additional time to cure before such termination or revocation. The City may elect, in lieu of the above and without any prejudice 152382 - 20 - to any of its other legal rights and remedies, to obtain an order from the superior court having jurisdiction compelling the Franchisee to comply with the provisions of this Franchise and to recover damages and costs incurred by the City by reason of the Franchisee' failure to comply. Section 21. Remedies to Enforce Compliance. In addition to any other remedy provided herein, the City reserves the right to pursue any remedy to compel or force the Franchisee and/or its successors and assigns to comply with the terms hereof. The pursuit of any right or remedy by the City shall not prevent the City from thereafter declaring a forfeiture or revocation for breach of the conditions herein, as set forth in Section 20. Section 22. Citv Ordinances and Regulations. Nothing herein shall be deemed to direct or restrict the City's ability to adopt and enforce all necessary and appropriate ordinances regulating the performance of the conditions of this Franchise, including any valid ordinance made in the exercise of its police powers in the interest of public safety and for the welfare of the public. The City shall have the authority at all times to control by appropriate regulations the location, elevation, manner of construction and maintenance of any communications or cable facilities by the Franchisee, and the Franchisee shall promptly conform with all such regulations, unless compliance would cause the Franchisee to violate other requirements of law. Section 23. Technological Changes. To address technological changes in the state-of- the-art communication services provided by the Franchisee during the term of this Franchise, the City may elect to review the Franchisee's communications facilities after 30 months in light of City needs and interests. Should such review identify a needed change in facilities or the provisions of this Franchise, the City and the Franchisee shall meet and confer concerning the need for any such changes. 152382 - 21 - Section 24. Survival. All of the provisions, conditions and requirements of Sections 4, Relocation of Telecommunications Facilities; 5, Undergrounding of Facilities; 7, Work in the Ri lit -of -Way; 8, Restoration after Construction; 10, Dangerous Conditions; 14, Indenmification; and 16, Abandonment and Removal of the Franchisee's Facilities, of this Franchise shall be in addition to any and all other obligations and liabilities the Franchisee may have to the City at common law, by statute, or by contract, and shall survive the expiration or termination of this Franchise, and any renewals or extensions thereof. All of the provisions, conditions, regulations and requirements contained in this Franchise shall further be binding upon the heirs, successors, executors, administrators, legal representatives and assigns of the Franchisee and all privileges, as well as all obligations and liabilities of the Franchisee shall inure to its heirs, successors and assigns equally as if they were specifically mentioned wherever, the Franchisee is named herein. Section 25. Most Favored Community. In the event that the Franchisee enters into any agreement, franchise or other understanding with any other city, town or county in the state of Washington and which provides terms or conditions more favorable to the city, town, or county than those provided in this Franchise, such as, but not limited to, free or reduced fee hookups, access or service, the City of Edmonds shall be entitled to request at the City's option, and the Franchisee shall be required to execute an amendment to this Franchise which incorporates the more favorable terms and conditions. Section 26. Non-Severability. Each term'and condition of this Franchise is an integral part of the consideration given by each party and as such, the terms and conditions of this Franchise are not severable. If any section, sentence, clause or phrase of this Franchise should 152382 - 22 - be held to be invalid or unconstitutional by a court of competent jurisdiction, this Franchise shall terminate unless suitable replacement terms cannot be worked out by the parties. Section 27. Assignment. This agreement may not be assigned or transferred without the written approval of the City, which approval shall not be unreasonably withheld or delayed, except the Franchisee may freely assign this Franchise in whole or in part to a parent, subsidiary, or affiliated corporation or as part of any corporate financing, reorganization or refinancing. In the case of transfer or assignment as security by mortgage or other security instrument in whole or in part to secure indebtedness, such consent shall not be required unless and until the secured party elects to realize upon the collateral. The Franchisee shall provide prompt, written notice to the City of any such assignment. r Section 28. Notice. Any notice or information required or permitted to be given to the parties under this Franchise shall be deemed received upon receipt or 3 business days after being placed into the United States Mail properly addressed with First Class postage affixed thereto, whichever is sooner. Said notices may be sent to the following addresses unless otherwise specified in this Franchise: City of Edmonds Metricom, Inc. Attn: Community Services Director Attn: Property Manager 250 5th Avenue North 980 University Avenue Edmonds, WA 98020 Los Gatos, CA 95030 Section 29. Entire Franchise. This Franchise constitutes the entire understanding and agreement between the parties as to the subject matter herein and no other agreements or understandings, written or otherwise, shall be binding upon the parties upon execution of this Franchise. 152382 - 23 - Section 30. Acceptance. Within 60 days after the passage and approval of this ordinance, this Franchise may be accepted by Metricom by its filing with the City Clerk an unconditional written acceptance thereof. Failure of Metricom to so accept this franchise within said period of time shall be deemed a rejection thereof by Metricom, and the rights and privileges herein granted shall, after the expiration of the 60 day period, absolutely cease and determine, unless the time period is extended by ordinance duly passed for that purpose. Section 31. Effective Date. This ordinance, being an exercise of a power specifically delegated to the City legislative body, is not subject to referendum, and shall take effect 5 days after passage and publication of an approved summary thereof consisting of the title. J ATTEST/AUTHENTICATED: CITY CLERK, SANDRA S. CHASE APPROVED AS TO FORM: OFFICE CITY ATTORNEY: BY A FILED WITH THE CITY CLERK: 1 /17/97 PASSED BY THE CITY COUNCIL: 1 /21 /97 PUBLISHED: 1 /26/97 EFFECTIVE DATE: 1 /31 /97 ORDINANCE NO, 3128 152382 - 24 - SUMMARY OF ORDINANCE NO. 3128 of the City of Edmonds, Washington On the 21 st day of January , 199 7 , the City Council of the City of Edmonds, passed Ordinance No. 3128 A summary of the content of said ordinance, consisting of the title, provides as follows: AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, GRANTING TO METRICOM, INC., A CALIFORNIA CORPORATION, ITS SUCCESSORS AND ASSIGNS, A NON EXCLUSIVE FRANCHISE FOR FIVE YEARS, TO ATTACH, INSTALL, OPERATE, AND MAINTAIN A WIRELESS DIGITAL COMMUNICATIONS RADIO NETWORK IN, ON, OVER, UPON, ALONG, AND ACROSS CERTAIN DESIGNATED PUBLIC RIGHTS -OF -WAY OF THE CITY OF EDMONDS, WASHINGTON, PRESCRIBING CERTAIN RIGHTS, DUTIES, TERMS, AND CONDITIONS WITH RESPECT THERETO, AND ESTABLISHING AN EFFECTIVE DATE. The full text of this Ordinance will be mailed upon request. DATED this 22nd day of January , 1997 CITY CLERK, SANDRA S. CHASE RECEIVED Affidavit of Publication JAN 3 D 1997 EDMONDS CITY CLERK STATE OF WASHINGTON, ss. . COUNTY OF SNOHOMISH, C[RJ ACE NO: 3126 Imdnds.NiaBnln9lon e 1'stcitdcn ncli'n-fy, The undersigned, being first duly sworn on oath deposes and says DI Edmonds, nmsedi• that she is Principal Clerk of THE HERALD, a daily newspaper iry a1• Me. conrol said printed and published in the City of • Everett, County of Snohomish, ,nce, consis of tha rauideg-as.Iws: 'DROINaNC''� of THE and State of Washington; that said newspaper is a newspaper of OF EOMONDS. WASH- 7N... GN ING TO ICCnk, : JNCiNC.. R CALt, general circulation in said County and State; that said newspaper ,WGORPOKTION, ITS ,ESSOFIS AND AS has been approved as a legal newspaper by order of the Superior 3: • A NON EXCLUSIVE GHiSE FOR FINE S. To ATTACH. -:IN- Court of Snohomish County and that the notice ................ OIGITA'L GOMMUNIl;AilI�wp.l RA1316- ttW.ORK IN. ON, City of Edmonds pvES'UPONi-rtiLONG. AN 0 ........ ............._... ............ ...........,...... ...................... ..,........:............ ......... _........ 1L Fip$S :O.E9T'AIN UE51G- 'NA :E`Q_PUBLI,C. R1Gh. S-OF- 'W'AY OF 'THE C T'y OF Ordinance 3128 wASHsnsGroN, ».-._._»_... ...:...................... NG� PRESCRIO - •.CERTAIN RIGRTS. DUTIES, 7EAMS.. ANO;.CON61TIONS•WITH RE- i SPECT' THERETO..AND ES- TABLISMING AN EFFECTIVE .._ _ _ ............. ::........................................................................ r...... HATE: Suli t>3><s-..eF Iifig a printed copy of which is hereunto attached, was published in said OrThe pi�anco will ae :slaiiod uppn•. r�3A"�%Tn this 22aa day bs newspaper proper and not, iri' supplement form, in the regular and Janrjar, - 1F19�- .. r cAy'c eAks- crIASE entire edition of said paper on the following days and times, namely: Pubiished::January 26. 1.997- January'-•2�s 1::I............. newspaper was regularly distributed to its subscribers said period. Principal Clerk Subscribed and sworn to before me this .... 27.1 1............. of..-.- January19_.97.. .................... '.................. �_........ : -....... Notary Public, in and r th State of Washington, residing at Everett, S o h County. 0$E J ►ON EfipiA'� NpTAR), 5-19-98 �0 °F wAsH� B-2-1 SUITE 3400 2049 CENTURY PARK EAST Los ANGELES, CA 90067-3208 TEL:310-552-0130 FAX:310-229-5800 www.rkmc.com ATTORNEYS AT LAW LAURA P. NASH CANCELLATION OF BOND/WITHDRAWAL OF SURETY FROM BOND July 24, 2007 By Certi ted Mail Return Receipt Requested City of Edmonds Attn: Community Services Director 250 5th Avenue North Edmonds, WA 98020 Re: Election to Withdraw as Surety and Cancel Bond Bond No. 254771 Our File No.: 240137.0035/145 Dear Sir or Madam: RE"EI V E" JUL 2 7 2007 EDMONDS CITY CLERK The Insurance Company of the State of Pennsylvania (surety) hereby exercises its right to withdraw as surety on bond no. 254771 naming City of Edmonds as obligee and Metricom, Inc. as principal and cancel the bond. The withdrawal/cancellation is effective no later than sixty (60) days from this written notice and may be earlier. Please review the terms of Bond No. 254771 to determine the time limitations within which the surety may withdraw and cancel the bond. To the extent the bond provides for a shorter period than sixty (60) days, then the short time period shall apply. Following the bankruptcy of Metricom, Inc. an order of the bankruptcy court was issued which rejected the underlying contract, secured by the bond, pursuant to Section IV(F)(2) of the First Amended Joint Plan of Reorganization, dated July 8, 2002. Nothing in this withdrawal/cancellation notice from surety shall be construed or interpreted to create or enlarge upon any coverage and/or liability of surety on said bond Sincerely, RO , KAPL ILLFR & CIRESI L.L.P. L a P. Nash Counsel for the Insurance Company of the State of Pennsylvania LPN/In cc: Joseph A. Patella Metricom, Inc. bankruptcy counsel LA 1 60147720.1 A T L A N T A - B 0 S T 0 N I L 0 S A N G E L E S M I N N E A P 0 L I S • N A P L E S • S A I N T P A U L NEW YORK, NY TYSONS CORNER, VA LOS ANGELES. CA CHICAGO, IL STAMFORD. CT PARSIPPANY, NJ BRUSSELS, BELGIUM HONG KONG AFFILIATE OFFICES BANGKOK, THAILAND JAKARTA, INDONESIA MUMBAI, INDIA TOKYO,JAPAN KELLEY DRYE & WARREN LLP A LIMITED LIABILITY PARTNERSHIP 1200 19TH STREET, N.W. SUITE 500 WASHINGTON, D.C. 20036 r (202) 955-9600 Duane Bowman Director, Development Services City of Edmonds 121 5th Avenue North Edmonds, Washington 98020 July 30, 2003 Re: Restructuring of Metromedia Fiber Network Services, Inc. Dear Mr. Bowman: .IEC,EI�, IE0 AUG 0 ', 2003 DEVELOPMENT SERVICES FACSIMILE (202) 955-9792 www.kelleydrye.com DIRECT LINE: (202) 955-9606 EMAIL: rsifers@kelleydrye.com RECEIVED " c P 2 a 2003 EDMONDS CITY CLERK On June 9, 2003, we wrote to inform you of the plan for the reorganization and emergence of Metromedia Fiber Network Services, Inc. ("MFNS") from bankruptcy. MFNS is authorized to construct and maintain telecommunications facilities and/or to use and occupy the public rights -of -way in the City. We write now to update you regarding certain changes to the planned reorganization of MFNS's parent company, Metromedia Fiber Network, Inc. ("MFN"). These changes represent an exciting development in this transaction that we are pleased to share with you. Specifically, Fiber, LLC, an entity controlled by Craig McCaw, has purchased certain trade claims from Mutual Shares Fund, which will translate into an equity ownership interest in MFN upon its emergence from bankruptcy. MFN has guaranteed Fiber, LLC a minimum $12.5 million participation in the $50 million rights offering to creditors. Fiber, LLC and the Kluge Trust have agreed to purchase any outstanding portion of the rights offering not purchased by other creditors. Similar to the reorganization plan described in our earlier correspondence, MFNS anticipates that following consummation of the revised Plan, including the rights offering, no entity will control MFN. Only two shareholders — the Kluge Trust and Fiber, LLC — will hold 10 percent or more of the common stock of the reorganized MFN.1 As before, the remaining shares of MFN after the revised Plan is consummated will be widely held. I In our initial courtesy notification letter, Mutual Shares Fund ("Mutual") was identified as a 10 percent shareholder of the reorganized MFN. Under the current plan, Mutual's ownership will stay below a 10 percent share. Duane Bowman July 30, 2003 Page Two Enclosed is a press release that provides further details on this recent development. MFN and MFNS are enthusiastic about this development and believe that the interest Fiber, LLC will take in the companies will put MFNS on an even firmer financial footing and allow it to be an even more robust competitor. If you have any questions please do not hesitate to contact the undersigned or Jill Sanford, Senior Attorney at MFNS, at (914) 421-7585. Very truly yours, g"Wk11q," Edward A. Yorkgitis, Jr. Randall W. Sifers Counsel for Metromedia Fiber Network Services, Inc. cc: Jill Sandford Enclosure AboveNet" NEWS RELEASE Corporate Headquarters 360 Hamilton Avenue White Plains, NY 10601 914.421.6700 www.mfn.com FOR IMMEDIATE RELEASE MFN's Disclosure Statement Receives Court Approval and Committee Support; McCaw Purchases Significant Claims and Commits to Rights Offering Approval Clears the Way for Vote on the Plan of Reorganization NEW YORK, July 17, 2003 — Metromedia Fiber Network, Inc. announced today that its disclosure statement received approval of the United States bankruptcy court for the Southern District of New York, clearing the way for a vote on MFN's proposed plan of reorganization. The Company's Creditors' Committee, including Franklin Mutual Advisers, one of the Company's largest creditors, supports the plan of reorganization and is recommending that creditors vote in favor of its approval. A hearing on confirmation of the plan is expected to take place in late August or early September. As previously announced, MFN will become AboveNet, Inc. upon emergence from Chapter 11. In addition the Company announced that Fiber, LLC, an entity owned by telecom industry pioneer and investor Craig McCaw, has purchased certain significant trade claims. These claims will translate into a significant equity ownership interest in the new company, AboveNet, Inc. "Craig McCaw has been a long-standing leader in the communication industry and we are thrilled to have him as part of the new company. The support of a visionary like Craig is a great vote of confidence for us and for our future," said John Gerdelman, president and chief executive officer of the company. The plan of reorganization provides for a $50 million rights offering to creditors, and Fiber, LLC and the Kluge Trust, a trust associated with John Kluge, have agreed to purchase any outstanding portion of the rights offering not purchased by other creditors. Further, the Company has guaranteed Fiber, LLC a minimum $12.5 million participation in the rights offering. "With creditor support and additional funding through the rights offering, we are confident that the new AboveNet will emerge as a strong and nimble company poised for growth with a solid business plan and a healthy balance sheet," said Gerdelman. About Metromedia Fiber Network, Inc. Metromedia Fiber Network, Inc. , which plans to change its name to AboveNet Inc. upon emergence from bankruptcy, combines the most extensive metropolitan area fiber network with a global optical IP network, state-of-the-art data centers and award winning managed services to deliver fully integrated, outsourced communications solutions for high -end enterprise companies. The all -fiber infrastructure enables AboveNet customers to share vast amounts of information internally and externally over private networks and a global IP backbone, creating collaborative businesses that communicate at the speed of light. On May 20, 2002, Metromedia Fiber Network, Inc. and most of its domestic subsidiaries commenced voluntary Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York. The Company has requested a hearing on confirmation of its plan of reorganization on August 21. This news release contains forward -looking statements that involve risks and uncertainties. Factors that could cause or contribute to such risks and uncertainties include, but are not limited to, general economic and business conditions, competition, changes in technology and methods of marketing, and various other factors beyond the Company's control. This also includes such factors as are described from time to time in the SEC reports filed by Metromedia Fiber Network including the most recently filed Forms S-3, 10-K and 10-Q. CONTACTS: Kara Carbone 914.683.6386 kearbonegabove.net KRONISH LIEB WEINER & HELLMAN LLP 1114 Avenue of the Americas New York, NY 10036 (212)479-6000 Lawrence C. Gottlieb (LG 2565) Richard S. Kanowitz (RK 0677) Counsel for Metromedia Fiber Network, Inc., et al. Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK X In re: METROMEDIA FIBER NETWORK, INC., et al., Debtors. RECEIVED JUL 2 ? 2003 DEVELOPMENT SERVICES Chapter 11 Case Nos. 02-22736 (ASH) through 02-22742 (ASH); 02-22744 (ASH) through 02-22746 (ASH); 02-22749 (ASH); 02-22751 (ASH) through 02- 22754 (ASH) (Jointly Administered) NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT; (II) ESTABLISHMENT OF RECORD DATE; (III) HEARING FOR CONFIRMATION OF THE PLAN AND PROCEDURES FOR OBJECTING TO CONFIRMATION OF THE PLAN; AND (IV) PROCEDURES AND DEADLINE FOR VOTING ON THE PLAN PLEASE TAKE NOTICE that: 1. Approval of Disclosure Statement By order dated July 2, 2003 (the "Order"), the United States Bankruptcy Court for the Southern District of New York approved the Disclosure Statement and Summary of Plan Distributions for Holders of Claims and Equity Interests With Respect to the Second Amended Plan of Reorganization of Metromedia Fiber Network, Inc. et al. (as may be amended, the "Disclosure Statement"), filed by Metromedia Fiber Network, Inc., and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the "Debtors"), and directed the Debtors to solicit votes with regard to the approval or rejection of the Second Amended Plan of Reorganization of Metromedia Fiber Network, Inc., et. al. (as may be amended, the "Plan"), dated July 1, 2003, annexed as an exhibit thereto. 2. Confirmation Hearing. A hearing (the "Hearing" to consider the confirmation of the Plan will be field at 11:00 a.m. Eas'Wlii Daylight Tune, on August 21, 2003, before the Honorable Adlai S. Hardin, Jr., United States Bankruptcy Judge, in Room 521 of the United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York 10601 (the "Court"). The Confirmation Hearing may be continued from time to time without further notice other than the announcement by the Debtors of the adjourned date(s) at the Confirmation Hearing or any continued hearing, and the Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation Hearing, without further notice to interested parties. 3. Record Date for Voting Purposes. Only creditors who hold claims on July 2, 2003 are entitled to vote on the Plan. 4. Voting Deadline. All votes to accept or reject the Plan must be received by 4:00 p.m. Eastern Daylight Time on August 8, 2003. Any failure to follow the voting instructions included with the Ballot may disqualify your Ballot and your vote. 5. Parties in Interest Not Entitled to Vote. The following creditors and shareholders are not entitled to vote on the Plan: (i) holders of unimpaired claims, (ii) holders of claims or interests who will receive no distribution at all under the Plan, and (iii) holders of claims that are the subject of filed objections. Such holders will receive a Notice of Non -Voting Status rather than a Ballot in their Solicitation Packages. If you have timely filed a proof of claim and disagree with the Debtors' classification of, or objection to, your claim and believe that you should be entitled to vote on the Plan, then you must serve on the Debtors and file with the Court a motion for an order pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure (a "Rule 3018 a Motion") temporarily allowing such claim in a different amount or in a different class for purposes of voting to accept or reject the Plan. All Rule 3018(a) Motions must be filed on or before the tenth (10`h) day after the later of (i) service of the Confirmation Hearing Notice and (ii) service of notice of an objection, if any, to such claim. In accordance with Bankruptcy Rule 3018, as to any creditor filing a Rule 3018(a) Motion, such creditor's Ballot will not be counted unless temporarily allowed by the Court for voting purposes, after notice and a hearing, which hearing shall be held no later than August 8, 2003. Creditors may contact Bankruptcy Services LLC at (646) 282-2500 to receive a Ballot for any claim for which a proof of claim and a Rule 3018(a) Motion have been timely filed. Rule 3018(a) Motions that are not timely filed and served in the manner as set forth above shall not be considered. 6. Objections to Confirmation. Objections, if any, to the confirmation of the Plan must (i) be in writing, (ii) state the name and address of the objecting party and the nature of the claim or interest of such party, (iii) state with particularity the basis and nature of any objection or proposed modification, and (iv) be filed, together with proof of service, with the Court and served so that they are received no later than 4:00 p.m., Eastern Daylight Time, on August 8, 2003 by (a) the Clerk of the Court, 300 Quarropas Street, White Plains, New York 10601; (b) Kronish Lieb Weiner & Hellman LLP, Attorneys for the Debtors, 1114 Avenue of the Americas, New York, New York 10036, Attention: Lawrence C. Gottlieb and Richard S. Kanowitz; (c) The United States Trustee for the Southern District of New York, 33 Whitehall Street, 21 st Floor, New York, New York 10004, Attention: Paul Schwartzberg; (d) Chadbourne & Parke LLP, Attorneys for the Creditors' Committee, 30 Rockefeller Plaza, New York, New York 10112 , Attention: David LeMay. The Debtors may serve replies to such objections and proposed modifications by no later than August 19, 2003. 7. Parties Who Will Not be Treated as Creditors. Any holder of a claim that (i) is scheduled in the Debtors' schedules of assets and liabilities, statements of financial affairs and schedules of executory contracts and unexpired leases at zero, or in an unknown amount, or as disputed, contingent, or unliquidated, and is not the subject of a timely filed proof of claim or a proof of claim deemed timely filed with the Court pursuant to either the Bankruptcy Code or any order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, or (ii) is not scheduled and is not the subject of a timely filed proof of claim or a proof of claim deemed timely filed with the Court pursuant to either the Bankruptcy Code or any order of the Court or otherwise deemed timely filed under applicable law, shall not be treated as a creditor with respect to such claim for purposes of (a) receiving notices regarding, or distributions under, the Plan, or (b) voting on the Plan. 8. Additional Information. Any party in interest wishing to obtain (i) information about the solicitation procedures or (ii) copies of the Disclosure Statement or the Plan, should telephone the Debtors' voting agent, Bankruptcy Services LLC at (646) 282-2500, or (b) may view such documents by accessing the Court's Electronic Case Filing System which can be found at www.nysb.uscourts.gov the official website for the Bankruptcy Court. The Plan contains an injunction which prevents, among other things, any holder of any claim or equity interest or any other party in interest in the Debtors' chapter 11 cases from directly or indirectly conimencing or continuing, in any manner, any action or other proceeding of any kind against the Debtors, Reorganized MFN1, enforcing judgments relating to such claims or interests, asserting rights of setoff or subrogation, or interfering in any way with the Plan or any schemes of arrangement. In addition, except as provided in the Plan, Reorganized MFN and the Debtors directly or indirectly acquired by Reorganized MFN will not have any liability for any claim or equity interest in the Debtors that arose prior to the effective date of the Plan. DATED: July 2, 2003 New York, New York KRONISH LIEB WEINER & HELLMAN LLP 1114 Avenue of the Americas New York, NY 10036 (212) 479-6000 Counsel for Metromedia Fiber Network, Inc., et al. Debtors and Debtors in Possession 1 Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Disclosure Statement. N NEW YORK, NY TYSONS CORNER, VA LOS ANGELES, CA CHICAGO, IL STAMFORD, CT PARSIPPANY, NJ BRUSSELS, BELGIUM HONG KONG AFFILIATE OFFICES BANGKOK, THAILAND JAKARTA, INDONESIA MUMBAI, INDIA TOKYO,JAPAN VIA UPS NEXT -DAY- AIR KELLEY DRYE & WARREN LLP A LIMITED LIABILITY PARTNERSHIP 1200 19TH STREET, N.W. SUITE 500 WASHINGTON, D.C. 20036 (202) 955-9600 City of Edmonds Development Services Director 121 5th Avenue north Edmonds, WA 98020 June 9, 2003 FACSIMILE (202) 955-9792 www.kelleydrye.com DIRECT LINE: (202) 887-1254 EMAIL: ejenkir.s@kelleydrye com J U N 10 2003 DEVELOPMEN i SER VICES Re: Courtesy Notice of Corporate Restructuring of Metromedia Fiber Network Services Inc. Dear Development Services Director: This letter is sent to provide you with courtesy notice of the plan for the reorganization and emergence of Metromedia Fiber Network Services, Inc. ("MFNS") from bankruptcy. MFNS is authorized to construct and maintain telecommunications facilities in the City of Edmonds (the "City)" and/or to use and occupy the public rights -of -way pursuant to the Ordinance No. 3295 entered into by MFNS and the City, effective February 14, 2000. As you may be aware, on May 20, 2002, MFNS, as well as its parent company Metromedia Fiber Network, Inc. ("MFN") and most of MFN's domestic subsidiaries (collectively, the "MFN Companies"), filed voluntary petitions for reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. MFN proposed its initial Plan of Reorganization (the "Plan") to the Bankruptcy Court on March 13, 2003, and filed an amended Plan and its Disclosure Statement on May 9, 2003. MFN anticipates that the Bankruptcy Court will hold a hearing to consider confirmation of the Plan in mid -August, 2003. Note that all necessary approvals for the implementation of the Plan have been sought from both the Federal Communications Commission and the Washington Utilities and Transportation Commission.' If confirmed by the Bankruptcy Court, the Plan is ) Applications related to the Plan were filed with the Federal Communications Commission on May 27, 2003. An application related to the Plan was filed with the Washington Utilities and Transportation Commission on June 5, 2003. DCU l /JENKE/2"5886. i 2 June 9, 2003 Page Two expected to be completed as soon as possible following the satisfaction or waiver of all conditions for emergence from bankruptcy. MFNS anticipates that following consummation of the Plan no person or entity will control MFN.2 Only two shareholders — the Kluge Trust and Mutual Shares Fund ("Mutual")4 — will hold 10 percent or more of the common stock of reorganized MFN. The remaining shares of MFN after the Plan is consummated will be widely held. MFNS further anticipates that the management of MFNS as well as the day to day operations personnel managing the MFNS facilities in the City will remain the same. Under the proposed Plan, MFNS would remain a wholly -owned subsidiary of MFN, as it is today. It is expected that throughout the reorganization process and upon completion of the proposed transaction, MFNS will continue to service existing telecommunications customers without disruption pursuant to its existing franchises, rights -of - way, authorizations and tariffs. Accordingly, the contemplated reorganization should be transparent both to customers and to City officials. Please note that the corporate names of all the MFN companies will change upon completion of the proposed transaction. Thus, although MFNS would remain the franchisee under the Ordinance, its name will change to AboveNet Communications, Inc. Under the foregoing circumstances, where MFNS will remain the franchisee, it is the view of MFNS that no formal approval by the City respecting and preserving its current franchise is required.5 MFNS therefore submits this letter for the City's information and asks 2 Prior to MFN's entrance into bankruptcy, the majority of the board of directors of MFN were elected by Metromedia Company ("Metromedia"), which is in turn a general partner with the John W. Kluge Virginia Trust ("VA Trust"). As debtors -in -possession, the MFN Companies operate under the supervision of the Bankruptcy Court, the United States Trustee, and the Creditors' Committee, and thus Metromedia's control of MFN (and MFNS) has been somewhat limited since May 20, 2002. 3 The Kluge Trust refers to a trust established pursuant to a certain trust agreement, dated May 30, 1984, as amended and restated, between John W. Kluge, as grantor, and John W. Kluge, Chase Manhattan Bank and Stuart Subotnick, as trustees, and any successors, assigns and transferees thereof. 4 Mutual is a mutual fund operating under the aegis of Franklin Templeton Investments ("Franklin"). Ten other mutual funds operating under the aegis of Franklin will separately hold ownership interests in the reorganized MFN, with ownership interests ranging from 6.16 percent to less than .01 percent. Each of these funds, including Mutual, is considered to be a separate legal entity for tax and accounting purposes. Franklin provides to these funds many of the services required to operate the funds. However, neither Franklin nor any of its subsidiary companies hold equity interests in any of the funds. 5 To the extent that the ordinance might be interpreted to require approval for corporate restructuring transactions, such requirements have been found to be outside the scope of permissible management of the public rights -of -way by municipalities and in violation of Section 253 of the Communications Act of 1934, as amended. City of Auburn v. Qwest Corp., 260 F.3d 1160 (9th Cir. 2001). DCOI /JENKE/205886.12 June 9, 2003 Page Three that it be retained in the appropriate file. Unless we receive a response from you, we will assume that you agree that no formal approval is required to maintain MFNS's existing franchise with the City. Any communications regarding this letter or the transaction described herein should be directed to the following: Edward A. Yorkgitis, Jr. Eric D. Jenkins Kelley Drye & Warren LLP 1200 19th Street, N.W., Suite 500 Washington, D.C. 20036 Telephone: (202) 955-9600 Facsimile: (202) 955-9792 with a copy to: Jill Sandford Senior Attorney Metromedia Fiber Network 360 Hamilton .Avenue White Plains, New York 10601 Thank you for your attention to this matter. Very, truly yours, E'waryd A. Yorkgitis, Jr. E6943. Jenkins Counsel for Metromedia Fiber Network Services, Inc. cc: Jill Sandford DC01 UENI ,/205886.12 KRONISH LIEB WEINER & HELLMAN LLP R E A , - D 1114 Avenue of the Americas New York, NY 10036 J U N 0 6 203 (212)479-6000 Lawrence C. Gottlieb (LG 2565) DEVELOPMENT SERVICES Richard S. Kanowitz (RK 0677) Counsel for Metromedia Fiber Network, Inc., et al. Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----_- --._ _ ------ ----------------------- ------------------- X Chapter 11 In re: Case Nos. METROMEDIA FIBER NETWORK, INC., et al., 02-22736 (ASH) through 02-22742 (ASH); 02-22744 (ASH) Debtors. through 02-22746 (ASH); 02-22749 (ASH); 02-22751 (ASH) through 02- 22754 (ASH) (Jointly Administered) ►94 NOTICE OF HEARING TO CONSIDER APPROVAL OF DISCLOSURE STATEMENT WITH RESPECT TO DEBTORS' PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE TO ALL PERSONS AND ENTITIES WITH CLAIMS AGAINST THE ABOVE - CAPTIONED DEBTORS AND DEBTORS IN POSSESSION: PLEASE TAKE NOTICE that on May 9, 2003, Metromedia Fiber Network, Inc. and its debtor subsidiaries, each of which is identified on Schedule "A" annexed hereto, as debtors and debtors in possession (collectively, "MFN" or the "Debtors"), filed the First Amended Plan of Reorganization of Metromedia Fiber Network, Inc. et al. dated May 9, 2003 (as may be amended, the "Plan") and on May 9, 2003, filed a Disclosure Statement dated May 9, 2003 for the Plan (as may be amended, the "Disclosure Statement"), pursuant to § 1125 of title 11 of the United States Code (the "Bankruptcy Code"). PLEASE TAKE FURTHER NOTICE that a hearing will be held before the Honorable Adlai S. Hardin, Jr., United States Bankruptcy Judge, in Room 520 of the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"), 300 Quarropas Street, White Plains, New York, on July 2, 2003 at 11:00 a.m., Eastern Daylight Time (the "Hearing"), to consider the entry of an order, among other things, finding that the Disclosure Statement contains "adequate information" within the meaning ascribed in § 1125 of the Bankruptcy Code and approving the Disclosure Statement. The Disclosure Statement and Plan are on file with the Court and may be examined by interested parties by accessing the Bankruptcy Court's Electronic Case Filing System which can be found at www.nysb.uscourts.gov. In addition, copies may be obtained upon request to counsel for the Debtors at the address indicated above. Responses and objections, if any, to the approval of the Disclosure Statement or any of the other relief sought by the Debtors in connection with approval of the Disclosure Statement must (i) be in writing, (ii) state the name and address of the objecting or responding party and the nature of the claim or interest of such party, (iii) state with particularity the basis and nature of any objection or response and include, where appropriate, proposed language to be inserted in the Disclosure Statement to resolve any such objection or response, and (iv) be filed, together with proof of service, with the Clerk of the United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York 10601 (with a copy to Chambers), and served so as to be actually received on or before 4:00 p.m. Eastern Daylight Time on June 23, 2003, by: (a) counsel for the Debtors, Kronish Lieb Weiner & Hellman LLP, 1114 Avenue of the Americas, New York, New York 10036, Attention: Lawrence C. Gottlieb, Esq. and Richard S. Kanowitz, Esq.; (b) Office of The United States Trustee for the Southern District of New York, 33 Whitehall Street, 21 st Floor, New York, New York 10004, Attention: Paul Schwartzberg, Esq.; (c) counsel for the Official Committee of Unsecured Creditors, Chadbourne & Parke LLP, Attention: David LeMay, Esq., 30 Rockefeller Plaza, New York, New York 10112. IF ANY OBJECTION TO THE DISCLOSURE STATEMENT IS NOT FILED AND SERVED STRICTLY AS PRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED FROM OBJECTING TO THE ADEQUACY OF THE DISCLOSURE STATEMENT AND MAY NOT BE HEARD AT THE HEARING. Upon approval of the Disclosure Statement by the Bankruptcy Court, holders of claims against the Debtors who are entitled to vote on the Plan will receive a copy of the Disclosure Statement, the Plan, and various documents related thereto, unless otherwise ordered by the Bankruptcy Court. The Hearing may be adjourned by the Debtors from time to time without further notice to parties in interest, other than by an announcement in Bankruptcy Court of such adjournment oft the date scheduled for the Hearing. DATED: May 22, 2003 New York, New York KRONISH LIEB WEINER & HELLMAN LLP 1114 Avenue of the Americas New York, New York 10036-7798 Counsel for Metromedia Fiber Network, Inc. et al. Debtors and Debtors in Possession Schedule A to Notice of Disclosure Statement Hearing Name of Debtor Subsidiaries and Case Numbers 2 REcE►vED AUG 2 0 2001 EDMONDS CITY CLERK ricochet August 16, 2001 Re: In re Metricom, Inc., and affiliated entities Bankruptcy Case No. 01-53291-ASW To Whom It May Concern: In our effort to more efficiently administer the estates of Metricom, Inc. and its affiliated entities, we ask that if you determine to file the enclosed proof of claim form, that you file it as soon as possible and well before the October 17, 2001 deadline. As you may know, Metricom, Inc. and its domestic subsidiaries, Metricom Finance, Inc., Metricom Investments DC, Inc., Metricom DC, L.L.C., and Metricom New York, L.L.C. (collectively, the "Debtors") each filed their respective petitions for relief under chapter 11 of the Bankruptcy Code on July 2, 2001. According to preliminary estimates, the Debtors' creditors may assert upwards of $1 Billion in claims against the collective estates. Due to the potential dollar amount of the aggregate claims, it is anticipated that the claims administration process may be cumbersome and time-consuming. If you have any questions concerning a claim you may have against one or more of the Debtors, please write a letter with your questions to: Metricom, Inc. Attn: Claims Department 333 West Julian Street San Jose, CA 95110 In your letter, please include sufficient contact information so that we may mail you a written response. Due to number of potential creditors, the Debtors ask that all questions be in writing. The Debtors will make every effort to answer your questions promptly. We appreciate your cooperation, and with your assistance, we hope to complete this process in an efficient and expeditious manner. Metricom, Inc. Metricom, Inc., 333 West Julian Street, San Jose, CA 95110, Phone.408.282.3000, Fax.408.282.3001 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION In re METRICOM, INC., METRICOM FINANCE, INC., METRICOM INVESTMENTS DC, INC., METRICOM DC, L.L.C., and METRICOM NEW YORK, L.L.C., Debtors. Jointly Administered for Procedural Purposes under Case No. 01-53291-ASW Chapter 11 NOTICE OF DEADLINES FOR FILING CLAIMS AND PROCEDURES FOR FILING PROOFS OF CLAIM PLEASE TAKE NOTICE that the Court has established October 17, 2001 (the "Claims Bar Date") as the deadline for filing proofs of claim. Your proof of claim must be received by October 17, 2001 (except for governmental units, whose claims must be received by November 16, 2001), notwithstanding Bankruptcy Local Rule 3003-1. If you have a claim against Metricom, Inc., Metricom Finance, Inc., Metricom Investments DC, Inc., Metricom DC, L.L.C., or Metricom New York, L.L.C. (collectively, the "Debtors") and want to share in any distribution in any of the Chapter 11 cases, you must file a proof of claim, unless you fall into one of the categories listed below in Section 4. 1. WHAT IS A PROOF OF CLAIM. A proof of claim is a form telling the bankruptcy court how much each of the Debtors owed a creditor as of the filing of their respective bankruptcy cases on July 2, 2001 (the amount of the creditor's claim). A proof of claim form is enclosed with this Notice. Please note that a separate proof of claim form must be filed for each individual debtor. 2. WHO MAY FILE A PROOF OF CLAIM. Any party with a claim against one or more of the Debtors may file a Proof of Claim to evidence its claim against the Debtors' estates. 3. WHO MUST FILE A PROOF OF CLAIM. On July 27, 2001, the Debtors filed their schedules of assets and liabilities (the "Schedules") in their respective cases, which may contain information about your claim. Those Schedules list each claim that the Debtors believe will be asserted against them, the amount of such claim, and the classification of such claim (e.g., secured, priority, unsecured). If the Debtors dispute the amount asserted against them or believe that the amount or liability on such claim is uncertain or not fixed in amount, they labeled -the claim as "disputed," "contingent," or "unliquidated." If your claim is not listed at all, if you dispute the classification of your claim or if your claim is listed as disputed, contingent or unliquidated, then you must file a Proof of Claim or you might not be paid any money or be paid a reduced amount on your claim against the Debtors in these bankruptcy cases. The enclosed Proof of Claim form states whether your claim is listed in the Schedules and, if so, the amount of such claim and whether it is listed as disputed, contingent or unliquidated. 4. WHO IS NOT REQUIRED TO FILE A PROOF OF CLAIM. You are not required to file a Proof of Claim if: a. You do not dispute the amount or classification of your claim as stated on the enclosed Proof of Claim form, and your claim is not listed as "contingent," "unliquidated" or "disputed" (whether or not your claim is scheduled you are permitted to file a Proof of Claim); b. You have already properly filed a Proof of Claim against one or more of the Debtors with the Claims, Noticing and Balloting Agent as set forth in Section 5 below; C. You hold a claim that has been allowed or paid pursuant to an order of the Court entered on or before the Claims Bar Date; or d. You have a claim allowable under 11 U.S.C. § 507(a)(1) as an administrative expense claim. 5. HOW AND WHERE DO YOU FILE YOUR PROOF OF CLAIM. Robert Berger & Associates, L.L.C. has been appointed by the Court as the Claims, Noticing and Balloting Agent in these cases. All Proofs of Claim shall be filed with the Claims, Noticing and Balloting Agent by mailing to the following address: Metricom, Inc. c/o Robert L. Berger & Associates, LLC PMB 1015 10351 Santa Monica Blvd., Suite IOIA Los Angeles, CA 90025 Telephone: (818) 771-7751 Each original claim shall be filed with one (1) copy. Parties filing proofs of claim who wish to receive a return copy of their proof of claim showing the Clerk's file stamp must provide an extra copy (in addition to the original and one copy required by the preceding sentence) and a postage -paid, self-addressed envelope. PROOFS OF CLAIM SHALL NOT BE FILED WITH THE BANKRUPTCY COURT. Persons who hold common stock, preferred stock, or equity interests in the Debtors do not need to file a proof of interest at this time. Questions concerning procedures for filing proofs of claim may be directed in writing to the Claims, Noticing and Balloting Agent's address. 6. FAILING TO FILE A PROOF OF CLAIM CAN HAVE SERIOUS ADVERSE CONSEQUENCES. Unless your claim is one of the types described in Section 4 above, you must file a proof of claim on or before the Claims Bar Date, or: a. YOU WILL NOT BE ENTITLED TO PARTICIPATE IN ANY DISTRIBUTIONS MADE IN THE CHAPTER 11 CASES. b. YOU MAY NOT SEEK TO VOTE IN CONNECTION WITH ANY PLAN OF REORGANIZATION FILED IN THE CHAPTER 11 CASES. YOU MAY NOT RECEIVE FURTHER NOTICES REGARDING YOUR CLAIM. 7. RESERVATION OF RIGHTS. The Debtors expressly reserves the right to: (1) dispute, object to or assert offsets or defenses against any filed Proof of Claim or any claim listed or reflected in the Schedules, with respect to the nature, amount, liability, classification or otherwise, of any such filed Proof of Claim or claim; or (2) subsequently designate any claim as disputed, contingent or unliquidated. Nothing set forth in this Notice shall preclude the Debtors from objecting to any claim or Proof of Claim, whether scheduled or filed, on any grounds. Margaret Sheneman Keith McDamels MURPHY SHENEMAN JULIAN & ROGERS A Professional Corporation 101 California Street, Suite 3900 San Francisco, CA 94111 DUE BY OCTOBER 17th, 2001 (GOV-RNMENTAL UNITS DUE BY NOVEMBER 16th, 2001) PROOF OF CLAIM UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA Creditor Number: NS-291-225342 Dcbtar Namc its d Case Number PLEASE TAKE NOTICE: If no box is checked, this Proo THIS SPACE IS FOR COURT USE ONLY of Claim will be deemed filed in the case of and asserted ❑ Metricom, Inc. (Case No. 01-53291) against the case in which you were listed in the Schedules ❑ Metricom Finance, Inc. (Case No. 01-53297) of Assets and Liabilities (see below). If you were NOT listed in any of the Debtors' Schedules of Assets and ❑ Metricom DC, L.L.C.(Case No. 01-53300) Liabilities and do not check a box, this Proof of Claim will ❑ Metricom New York, L.L.C. (Case No.01-53301) be deemed filed in the case of and asserted against ❑ Metricom Investments DC, Inc. (Case No. 01-53302) Metricom, Inc. Case No. 01-53291. NOTE: This form should not be used to make a claim for an administrative expense arising after the commencement of the case. A "request for payment of an administrative expense may be filed pursuant to 11 U.S.C. § 503. Name and Address of Creditor: Name and Address of Creditor (if different from information. CfTY OF EDMONDS shown to the left): ❑ Check box if you are aware that anyone else has filed a proof of claim relating to your claim. 121 5TH AVE. N. Attach copy of statement giving particulars. EDMONDS, WA 98020 ❑ Check box if you have never received any Account or other number by which creditor identifies debtor: notices from the bankruptcy court in this case. NS-291-225342 The foregoing party has NOT been listed on the Schedules of Assets and Liabilities riled by the above -referenced Debtor on July 27, 2001. Check one if this claim: ❑ replaces a previously filed claim dated: ❑ amends a previously filed claim dated: 1. Basis for Claim ❑ Retiree benefits as defined in 1 I U.S.C. § 1114(a) ❑ Goods sold ❑ Personal injury/wrongful death ❑ Wages, salaries, and compensation (fill out below) ❑ Services performed ❑ Taxes Your SS #: ❑ Money loaned Unpaid compensation for services performed ❑ Other from to (Date) (Date) 2. Date debt was incurred: 3. If court judgment, date obtained: 4. Classification of Claim: Under the Bankruptcy Code all claims are classified as one or more of the following: (1) Unsecured Nonpriority, (2) Unsecured Priority, (3) Secu It is possible for part of a claim to be in one category and part in another. Secured Claim. Unsecured Priority Claim. Check this box if claim is secured by collateral (including a right of setoff). ❑ Check this box if you have an unsecured priority claim. Brief description of Collateral: Amount entitled to priority $ ❑ Real Estate Specify the priority of the claim: ❑ Motor Vehicle Value of Collateral: ❑ Wages, salaries, or commissions (up to $4,650*), earned within 90 days before the filing of the bankruptcy petition or cessation of the debtor's business, whichever is earlier - 11 U.S.C. § 507(a)(3) Other: ❑ $ ❑ Contributions to an employee benefit plan - 11 U.S.C. § 507(a)(4). Amount of arrearage and other charges a1 time rase filed included in securec ❑ Up to $2,100* of deposits toward purchase, lease, or rental of property or services for personal, flstni claim, if any: $ or household use - 1! U.S.C. § 507(a)(6). ❑ Alimony, maintenance, or support owed to a spouse, former spouse, or child - 11 U.S.C. § 507(a)(7). Unsecured Non -Priority Claim. ❑ Taxes or penalties owed to governmental units - 11 U.S.C. § 507(a)(8). ❑ Check this box if all or part of the claim is unsecured. ❑ Other - Specify applicable paragraph of 11 U.S.C. § 507(a) (_). *Amounts are subject to adjustment on 04101104 and every 3 years thereafter with respect to cases eonrmenre Unsecured Amount $ on or after the date ofadiustment. 5. Total Amount of Claim at Time Case Filed: $ $ $ $ I (SECURED) (PRIORITY) (UNSECURED) (TOTAL) ❑ Check this box if claim includes interest or other charges in addition to the principal amount of the claim. Attach itemized statement of all interest or additional charges. 6. CREDITS: The amount of all payments on this claim has been credited and deducted for the purpose of making this proof of claim. THIS SPACE IS FOR COURT USE ONLY 7. SUPPORTING DOCUMENTS:Attach copies of supporting documents, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, court judgments, mortgages, security agreements, and evidence of perfection of Her DO NOT SEND ORIGINAL DOCUMENTS. If documents are not available, explain. If documents are voluminous, attach summa 8. DATE -STAMPED COPY: To receive an acknowledgement of the filing of your claim, enclose a STAMPED, self-addressed envelope and a copy of this proof of claim. Date Sign and print the name and title, if any, of the the creditor or the person authorized to file this claim (attach copy c power of attorney, if any): Print: Sign: Penalty for presentingfraudulent claim: Fine of up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. §§ 152 and 3571. INSTRUCTIONS FOR PROOF OF CLAIM FORM The instructions and definilions below are general explanations of the law. In particular types of cases or circumstances, such as bankruptcy cases that are not filed voluntarily by a debtor, there may be exceptions to these general rules. Debtor The person, corporation, or other entity that has flied a bankruptcy case is called the debtor. Creditor A creditor is any person, corporation, or other entity to whom the debtor owed a debt to the date that the bankruptcy case was filed. Proof of Claim A form telling the bankruptcy court how much the debtor owed a creditor at the time the bankruptcy case was filed (the amount of the creditor's claim). This form must be filed with the clerk of the bankruptcy court where the bankruptcy case was filed. --- DEFINITIONS -- Secured Claim A claim is a secured claim to the extent that the creditor has a lien on property of the debtor (collateral) that gives the creditor the right to be paid from that property before creditors who do not have liens on the property. Examples of liens are a mortgage on real estate and a security interest in a car, truck, boat, television set, or other items or property. A lien may have been obtained through a court proceeding before the bankruptcy case began; in some states a courtjudgment is a lien. In addition, to the extent a creditor also owes money to the debtor (has a right of setoff), the creditor's claim may be a secured claim (See also Unsecured Claim.) Unsecured Claim If a claim is not secured claim it is an unsecured claim. A claim may be partly secured and partly unsecured if the property on which a creditor has a lien is not worth enough to pay the creditor in full. Unsecured Priority Claim Certain types of unsecured claims are given priority, so they are to be paid in bankruptcy cases before most other unsecured claims (if there is sufficient money or property available to pay these claims). The most common types of priority claims are listed on the proof of claim form. Unsecured claims that are not specifically given priority status by the bankruptcy laws are classified as Unsecured Nonpriority Claims. Items to be completed in Proof of Claim form (if not already filled in) Court, Name of Debtor, and Case Number: Fill in the name of the federal judicial district where the bankruptcy case was filed (for example, District of Delaware), the name of the debtor in the bankruptcy case, and the bankruptcy case number. If you received a notice of the case from the court, all of this information is near the top of the notice. Information about Creditor: Complete the section giving the name, address, and telephone number of the creditor to whom the debtor owes money or property, and the debtor's account number, if any. If anyone else has already filed a proof of claim relating to this debt, if you never received notices from the bankruptcy court about this case, if your address differs from that to which the court sent notice, or if this proof of claim replaces or changes a proof of claim that was already filed, check the appropriate box on the form. 1. Basis for Claim: Check the type of debt for which the proof of claim is being filed. if the type of debt is not listed, check "Other' and briefly describe the type of debt. If you were an employee of the debtor, fill in your social security number and the dates of work for which you were not paid. 2. Date Debt Incurred: Fill in the date when the debt was first owed by the debtor. 3. Court Judgments: If you have a court judgment for this debt, state the date the court entered the judgment. 4. Total Amount of Claim at Time Case Filed: Fill in the total amount of the entire claim. If interest or other i charges in addition to the principal amount of the claim are included, check the appropriate place on the form and attach an itemization of the interest and charges. S. Secured Claim: Check the appropriate place if the claim is a secured claim. You must state the type and value of property that is collateral for the claim, attach copies of the documentation of your lien, and state the amount past due on the claim as of the date the bankruptcy case was filed. A claim may be partly secured and partly unsecured (See DEFINITIONS, above). 6. Unsecured Priority Claim: Check the appropriate place if you have an unsecured priority claim, and state the amount entitled to priority. (See DEFINITIONS, above). A claim may be partly priority and partly nonpriority if, for example, the claim is more than the amount given priority by the law. Check the appropriate place to specify the type of priority claim. 7. Credits: By signing the proof of claim, you are stating under oath that in calculatiing the amount of your claim you have given the debtor credit for all payments received from the debtor. S. Supporting Documents: You must attach to this proof of claim form copies of documents that show the debtor owes the debt claimed or, if the documents are too lengthy, a summary of those documents. If documents are not available, you must attach an explanation of why they are not available. ROF-cEIvl:D UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION In re METRICOM, INC. and certain affiliated entities, including METRICOM FINANCE, INC. METRICOM INVESTMENTS DC, INC. METRICOM DC, L.L.C. METRICOM NEW YORK, L.L.C. Debtors. J U L 3 0 Z001 EDMONDS CITY CLERK Jointly Administered for Procedural Purposes under Case No. 01-53291-ASW Chapter 1 I NOTICE OF CHAPTER 11 BANKRUPTCY CASES, MEETING OF CREDITORS, SPECIAL PROCEDURES, AND DEADLINES FOR FILING CLAIMS Bankruptcy cases under chapter 11 of the Bankruptcy Code (title 11, United States Code) have been filed in this Court by Metricom, Inc. and its domestic subsidiaries, Metricom Finance, Inc., Metricom Investments DC, Inc., Metricom DC, L.L.C., and Metricom New York, L.L.C. (collectively, the "Debtors"), debtors and debtors -in possession, and an order for relief has been entered. The cases are assigned to the Honorable Arthur S. Weissbrodt, United States Bankruptcy Judge. Chapter 11 allows the Debtors to reorganize or liquidate pursuant to a plan. No plan has been filed yet, and a plan is not effective unless confirmed by the Court. In the future, you may be sent a copy of a plan and a disclosure statement telling you about the plan, and you might have the opportunity to vote on the plan. You will be sent notice of the date of the confirmation hearing, and you may object to confirmation of the plan and attend the confirmation hearing. Unless a trustee is serving, the Debtors will remain in possession of the Debtors' property and may continue to operate any business. e l Advice. The staff of the bankruptcy clerk's office cannot give legal advice. You may want to consult an attorney to protect your rights. Attorney(s) for Debtors Margaret Sheneman (name and address) Keith A. McDaniels Murphy Sheneman Julian & Rogers A Professional Corporation 101 California Street, Suite 3900 San Francisco, CA 94111 Telephone No.: (415) 616-7614 MEETING OF CREDITORS DATE: August 17, 2001 Location: Office of the United States Trustee San Jose Division TIME: 10:00 a.m. 280 S. First Street, Room 130 San Jose, CA 95113-3099 The Debtors'representative must be present at the meeting to be questioned under oath by the United States Trustee and by creditors. Creditors are welcome to attend, but are not required to do so. The meeting may be continued and concluded at a later date without further notice. COURT FILINGS (OTHER THAN PROOFS OF CLAIM) An anginal and three (3)_copies of all pleadings and other papers or documents (other than proofs of claim — see below) must be submitted for filing. All papers must be 2-hole punched at the top and all original documents must be conspicuously marked "Original', with signatures in blue ink and one copy must be marked "Judge's Copy." You may inspect all papers filed, including the list of the debtors' property and debts at the bankruptcy clerk's office. By U.S. Mail United States Bankruptcy Court Attn: Janet Dustin San Jose Division 280 South First Street, Room 3035 San Jose, CA 95113-3099 To receive a return copy of your filing showing the Clerk's file stamp, you must provide a postage -paid, self-addressed envelope. In person 1 by ovemiRlit delivery United States Bankruptcy Court San Jose Division 280 South First Street, Room 3035 San Jose, CA 95113-3099 Open 9:00 a.m. to 4:30 p.m. (but all documents requiring a fee must be processed by 4:00 p.m.), Monday through Friday, except federal holidays. PHOTOCOPY REQUESTS (OTHER THAN PROOFS OF CLAIM) To obtain a photocopy of any document on file with the court (other than proofs of claim), contact the following independent photocopy service (the "Copy Service"): Jim's Copy Service 280 South First Street, Room 3044 San Jose, CA 95113 Telephone No.: (408) 294-5200 A description of the photocopying services, charges and billing procedures is available from the Copy Service. PLEASE DO NOT ADDRESS PHOTOCOPY REQUESTS TO THE BANKRUPTCY COURT OR TO COUNSEL FOR DEBTORS. DEADLINE AND PLACE TO FILE A PROOF OF CLAIM The Court has established October 17, 2001 as the deadline for filing proofs of claim. Your proof of claim must be received by October 17, 2001 (except for governmental units, whose claims must be received by November 16, 2001), notwithstanding Bankruptcy Local Rule 3003-1.' A Proof of Claim form is not included with this Notice, but will be mailed to you separately at a laterdate as more particularly described below. A Proof of Claim is a signed statement describing a creditor's claim. The debtors will file schedules of assets and liabilities in this case which may contain information about your claim. If your claim is scheduled and is not listed as disputed, contingent or unliquidated, it will be allowed in the amount scheduled unless you file a Proof of Claim or you are sent further notice about the Claim. Whether or not your claim is scheduled you are permitted to file a Proof of Claim. If your claim is not listed at all or if your claim is listed as disputed, contingent or unliquidated, then you must file a Proof of Claim or you might not be paid any money on your claim against the Debtors in these bankruptcy cases. Robert Berger & Associates, L.L.C. has been appointed by the Court as the Claims, Noticing and Balloting Agent in these cases. The Claims, Noticing and Balloting Agent will send you a separate notice of the Claims Bar Date and a Proof of Claim form. If you do not receive a Proof of Claim form, you may obtain a form from the Claims, Noticing and Balloting Agent. The Proof of Claim form sent by the Claims, Noticing and Balloting Agent will include your name, how your claim was scheduled, and a creditor number established by the Claims, Noticing and Balloting Agent. All Proofs of Claim shall be filed with the Claims, Noticing and Balloting Agent by mailing to the following address: Metricom, Inc. Open: 8:30 a.m. — 5:00 p.m. Monday through Friday, except c/o Robert L. Berger & Associates, LLC general business holidays PMB 1015 10351 Santa Monica Blvd., Suite IOTA Los Angeles, CA 90025 Telephone: (818) 771-7751 Each original claim shall be filed with one (1) copy. Parties filing proofs of claim who wish to receive a return copy of their proof of claim showing the Clerk's file stamp must provide an extra copy (in addition to the original and one copy required by the preceding sentence) and a postage -paid, self-addressed envelope. PROOFS OF CLAIM SHALL NOT BE FILED WITH THE BANKRUPTCY COURT. Persons who hold common stock, preferred stock, or equity interests in the Debtors do not need to file a proof of interest at this time. CREDITORS MAY NOT TAKE CERTAIN ACTIONS The filing of the bankruptcy case automatically stays certain collection and other actions against the debtors and the debtors' property. Prohibited collection actions are listed in Bankruptcy Code section 362. Common examples of prohibited actions include contacting the debtors by telephone, mail or otherwise to demand repayment; taking actions to collect money or obtain property from the debtors; and starting or continuing lawsuits against the debtors. If you attempt to collect a debt or take other action in violation of the Bankruptcy Code, you may be penalized. SPECIAL PROCEDURES The Court has entered an Order Establishing Notice and Case Management Procedures and Setting Claims Bar Deadline and Other Dates containing information relating to, among other things: (1) procedures governing the filing and service of motion papers, oppositions and replies; (2) the establishment of hearing dates in these bankruptcy cases; and (3) procedures for seeking ex parte or expedited hearings. DISCHARGE OF DEBTS Confirmation of a chapter 11 plan may result in a discharge of debts, which may include all or part of your debt. See Bankruptcy Code § 1141(d). A discharge means that you may never try to collect the debt from the Debtors, except as provided in the plan. NOTICES OF CERTAIN HEARINGS AND RELATED MATTERS All Creditors and certain parties in interest will receive notice by mail or by publication of the following matters: (1) any hearing on the dismissal of the cases or conversion of the cases; (2) the following matters related to the plan of reorganization: the time fixed for filing objections to and the hearing to consider approval of a disclosure statement, the time fixed for accepting, rejecting and objecting to confirmation of a plan or any modification thereof, and the hearing thereon and the entry of an order confirming a plan; and (3) any other matter which the Court requires that notice be served on all creditors and interest holders. Pursuant to the Order Establishing Notice and Case Management Procedures and Setting Claims Bar Deadline and Other Dates, in order to receive notice of other proceedings in this case, you will be required to file with the Clerk of the Bankruptcy Court and serve upon counsel for the Debtors a written request for notice. A copy of the Order Establishing Notice and Case Management Procedures and Setting Claims Bar Deadline and Other Dates, and of the current list of the parties who are entitled to receive notice of matters, is available by requesting such list from the Debtors' counsel at the following location: Murphy Sheneman Julian & Rogers 101 California Street, Suite 3900 San Francisco, CA 94111 Telephone No.: (415) 616-7614 Attn: Bill Petty DATED: July—, 2001 For the Court: Clerk of the Bankruptcy Court RECEIVED UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION In re METRICOM, INC. and certain affiliated entities, including METRICOM FINANCE, INC. METRICOM INVESTMENTS DC, INC. METRICOM DC, L.L.C. METRICOM NEW YOM L.L.C. Debtors. JUL3 0 2001 EDMONDS CITY CLERK Jointly Administered for Procedural Purposes under Case No. 01-53291-ASW Chapter 11 NOTICE OF CHAPTER 11 BANKRUPTCY CASES, MEETING OF CREDITORS, SPECIAL PROCEDURES, AND DEADLINES FOR FILING CLAIMS Bankruptcy cases under chapter 1 I of the Bankruptcy Code (title 11, United States Code) have been filed in this Court by Metricom, Inc. and its domestic subsidiaries, Metricom Finance, Inc., Metricom Investments DC, Inc., Metricom DC, L.L.C., and Metricom New York, L.L.C. (collectively, the "Debtors"), debtors and debtors -in possession, and an order for relief has been entered. The cases are assigned to the Honorable Arthur S. Weissbrodt, United States Bankruptcy Judge. Chapter 11 allows the Debtors to reorganize or liquidate pursuant to a plan. No plan has been filed yet, and a plan is not effective unless confirmed by the Court. In the future, you may be sent a copy of a plan and a disclosure statement telling you about the plan, and you might have the opportunity to vote on the plan. You will be sent notice of the date of the confirmation hearing, and you may object to confirmation of the plan and attend the confirmation -hearing. Unless a trustee is serving, the Debtors will remain in possession of the Debtors' property and may continue to operate any business. Legal Advice. The staff of the bankruptcy clerk's office cannot give legal advice. You may want to consult an attorney to protect your rights. Attorney(s) for Debtors Margaret Sheneman (name and address) Keith A. McDaniels Murphy Sheneman Julian & Rogers A Professional Corporation 101 California Street, Suite 3900 San Francisco, CA 94111 Telephone No.: (415) 616-7614 MEETING OF CREDITORS DATE: August 17, 2001 Location: Office of the United States Trustee San Jose Division TIME: 10:00 a.m. 280 S. First Street, Room 130 San Jose, CA 95113-3099 The Debtors'representative must be present at the meeting to be questioned under oath by the United States Trustee and by creditors. Creditors are welcome to attend, but are not required to do so. The meeting may be continued and concluded at a later date without further notice. COURT FILINGS (OTHER THAN PROOFS OF CLAIM) An origins and three (3) copies of all pleadings and other papers or documents (other than proofs of claim — see below) must be submitted for filing. All papers must be 2-homed at the top and all original documents must be conspicuously marked "Original" with signatures in blue ink and one copy must be marked "Judge's Copy." You may inspect all papers filed, including the list of the debtors' property and debts at the•bankruptcy-clerk's office. By U.S. Mail United States Bankruptcy Court Attn: Janet Dustin San Jose Division 280 South First Street, Room 3035 San Jose, CA 95113-3099 To receive a return copy of your filing showing the Clerk's file stamp, you must provide a postage -paid, self-addressed envelope. --I.n.person 1 by overniP-ht delivery United States Bankruptcy Court San Jose Division 280 South First Street, Room 3035 San Jose, CA 95113-3099 Open 9:00 a.m. to 4:30 p.m. (but all documents requiring a fee must be processed by 4:00 p.m.), Monday through Friday, except federal holidays. PHOTOCOPY REQUESTS (OTHER THAN PROOFS OF CLAIM) To obtain a photocopy of any document on file with the court (other than proofs of claim), contact the following independent photocopy service (the "Copy Service"): Jim's Copy Service 280 South First Street, Room 3044 San Jose, CA 95113 Telephone No.: (408) 294-5200 A description of the photocopying services, charges and billing procedures is available from the Copy Service. PLEASE DO NOT ADDRESS PHOTOCOPY REQUESTS TO THE BANKRUPTCY COURT OR TO COUNSEL FOR DEBTORS. I I i DEADLINE AND PLACE TO FILE A PROOF OF CLAIM The Court has established Octbber 17, 2001 as the deadline for filing proofs of claim. Your proof of claim must be received by October 17, 2001 (except for governmental units, whose claims must be received by November 16, 2001), notwithstanding Bankruptcy Local Rule 3003-1. A Proof of Claim form is not included with this Notice, but will be mailed to you separately at a later date as more particularly described below. A Proof of Claim is a signed statement describing a creditor's claim. The debtors will file schedules of assets and liabilities in this case which may contain information about your claim. If your claim is scheduled and is not listed as disputed, contingent or unliquidated, it will be allowed in the amount scheduled unless you file a Proof of Claim or you are sent further notice about the Claim. Whether or not your claim is scheduled you are permitted to file a Proof of Claim. If your claim is not listed at all or if your claim is listed as disputed, contingent or unliquidated, then you must file a Proof of Claim or you might not be paid any money on your claim against the Debtors in these bankruptcy cases. Robert Berger & Associates, L.L.C. has been appointed by the Court as the Claims, Noticing and Balloting Agent in these cases. The Claims, Noticing and Balloting Agent will send you a separate notice of the Claims Bar Date and a Proof of Claim form. If you do not receive a Proof of Claim form, you may obtain a form from the Claims, Noticing and Balloting Agent. The Proof of Claim form sent by the Claims, Noticing and Balloting Agent will include your name, how your claim was scheduled, and a creditor number established by the Claims, Noticing and Balloting Agent. All Proofs of Claim shall be filed with the Claims, Noticing and Balloting Agent by mailing to the following address: Metricom, Inc. Open: 8:30 a.m. — 5:00 p.m. Monday through Friday, except c/o Robert L. Berger & Associates, LLC general business holidays PMB 1015 10351 Santa Monica Blvd., Suite IOTA Los Angeles, CA 90025 Telephone: (818) 771-7751 Each original claim shall be filed with one (1) copy. Parties filing proofs of claim who wish to receive a return copy of their proof of claim showing the Clerk's file stamp must provide an extra copy (in addition to the original and one copy required by the preceding sentence) and a postage -paid, self-addressed envelope. PROOFS OF CLAIM SHALL NOT BE FILED WITH THE BANKRUPTCY COURT. Persons who hold common stock, preferred stock, or equity interests in the Debtors do not need to file a proof of interest at this time. CREDITORS MAY NOT TAKE CERTAIN ACTIONS The filing of the bankruptcy case automatically stays certain collection and other actions against the debtors and the debtors' property. Prohibited collection actions are listed in Bankruptcy Code section 362. Common examples of prohibited actions include contacting the debtors by telephone, mail or otherwise to demand repayment; taking actions to collect money or obtain property from the debtors; and starting or continuing lawsuits against the debtors. If you attempt to collect a debt or take other action in violation of the Bankruptcy Code, you may be penalized. SPECIAL PROCEDURES The Court has entered an Order Establishing Notice and Case Management Procedures and Setting Claims Bar Deadline and Other Dates containing information relating to, among other things: (1) procedures governing the filing and service of motion papers, oppositions and replies; (2) the establishment of hearing dates in these bankruptcy cases; and (3) procedures for seeking ex parte or expedited hearings. DISCHARGE OF DEBTS Confirmation of a chapter 11 plan may result in a discharge of debts, which may include all or part of your debt. See Bankruptcy Code § 1141(d). A discharge means that you may never try to collect the debt from the Debtors, except as provided in the plan. NOTICES OF CERTAIN HEARINGS AND RELATED MATTERS All Creditors and certain parties in interest will receive notice by mail or by publication of the following matters: (1) any hearing on the dismissal of the cases or conversion of the cases; (2) the following matters related to the plan of reorganization: the time fixed for filing objections to and the hearing to consider approval of a disclosure statement, the time fixed for accepting, rejecting and objecting to confirmation of a plan or any modification thereof, and the hearing thereon and the entry of an order confirming a plan; and (3) any other matter which the Court requires that notice be served on all creditors and interest holders. Pursuant to the Order Establishing Notice and Case Management Procedures and Setting Claims Bar Deadline and Other Dates , in order to receive notice of other proceedings in this case, you will be required to file with the Clerk of the Bankruptcy Court and serve upon counsel for the Debtors a written request for notice. A copy of the Order Establishing Notice and Case Management Procedures and Setting Claims Bar Deadline and Other Dates, and of the current list of the parties who are entitled to receive notice of matters, is available by requesting such list from the Debtors' counsel at the following location: Murphy Sheneman Julian & Rogers 101 California Street, Suite 3900 San Francisco, CA 94111 Telephone No.: (415) 616-7614 Attn: Bill Petty DATED: July—, 2001 For the Court: Clerk of the Bankruptcy Court RF_cE: 1vE t*> UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION In re METRICOM, INC. and certain affiliated entities, including METRICOM FINANCE, INC. METRICOM INVESTMENTS DC, INC. METRICOM DC, L.L.C. METRICOM NEW YOM L.L.C. Debtors. AtJ& 0 i M1 Jointly Administered for Procedural Purposes undoMCNDS CITY CLERK Case No. 01-53291-ASW Chapter 11 NOTICE OF CHAPTER 11 BANKRUPTCY CASES, MEETING OF CREDITORS, SPECIAL PROCEDURES, AND DEADLINES FOR FILING CLAIMS Bankruptcy cases under chapter 11 of the Bankruptcy Code (title 11, United States Code) have been filed in this Court by Metricom, Inc. and its domestic subsidiaries, Metricom Finance, Inc., Metricom Investments DC, Inc., Metricom DC, L.L.C., and Metricom New York, L.L.C. (collectively, the "Debtors"), debtors and debtors -in possession, and an order for relief has been entered. The cases are assigned to the Honorable Arthur S. Weissbrodt, United States Bankruptcy Judge. Chapter 11 allows the Debtors to reorganize or liquidate pursuant to a plan. No plan has been filed yet, and a plan is not effective unless confirmed by the Court. In the future, you may be sent a copy of a plan and a disclosure statement telling you about the plan, and you might have the opportunity to vote on the plan. You will be sent notice of the date of the confirmation hearing, and you may object to confirmation of the plan and attend the confirmation hearing. Unless a trustee is serving, the Debtors will remain in possession of the Debtors' property and may continue to operate any business. L&&ai Advice. The staff of the bankruptcy clerk's office cannot give legal advice. You may want to consult an attorney to protect your rights. Attorney(s) for Debtors Margaret Sheneman (name and address) Keith A. McDaniels Murphy Sheneman Julian & Rogers A Professional Corporation 101 California Street, Suite 3900 San Francisco, CA 94111 Telephone No.: (415) 616-7614 MEETING OF CREDITORS DATE: August 17, 2001 Location: Office of the United States Trustee San Jose Division TIME: 10:00 a.m. 280 S. First Street, Room 130 San Jose, CA 95113-3099 The Debtors'representative must be present at the meeting to be questioned under oath by the United States Trustee and by creditors. Creditors are welcome to attend, but are not required to do so. The meeting may be continued and concluded at a later date without further notice. COURT FILINGS (OTHER THAN PROOFS OF CLAIM) An original and three _(3)_copies of all pleadings and other papers or documents (other than proofs of claim — see below) must be submitted for filing. All papers must be 2-hole punched at the top and all original documents must be conspicuously marked "Original" with signatures in blue ink and one copy must be marked "Judge's Copy." You may inspect all papers filed, including the list of the debtors' property and debts at the bankruptcy clerk's office. By U.S. Mail United States Bankruptcy Court Attn: Janet Dustin San Jose Division 280 South First Street, Room 3035 San Jose, CA 95113-3099 To receive a return copy of your filing showing the Clerk's file stamp, you must provide a postage -paid, self-addressed envelope. In person 7 by overnight delivery United States Bankruptcy Court San Jose Division 280 South First Street, Room 3035 San Jose, CA 95113-3099 Open 9:00 a.m. to 4:30 p.m. (but all documents requiring a fee must be processed by 4:00 p.m.), Monday through Friday, except federal holidays. PHOTOCOPY REQUESTS (OTHER THAN PROOFS OF CLAIM) To obtain a photocopy of any document on file with the court (other than proofs of claim), contact the following independent photocopy service (the "Copy Service"): Jim's Copy Service 280 South First Street, Room 3044 San Jose, CA 95113 Telephone No.: (408) 294-5200 A description of the photocopying services, charges and billing procedures is available from the Copy Service. PLEASE DO NOT ADDRESS PHOTOCOPY REQUESTS TO THE BANKRUPTCY COURT OR TO COUNSEL FOR DEBTORS. DEADLINE AND PLACE TO FILE A PROOF OF CLAIM The Court has established Octbber 17, 2001 as the deadline for filing proofs of claim. Your proof of claim must be received by October 17, 2001 (except for governmental units, whose claims must be received by November 16, 2001), notwithstanding Bankruptcy Local Rule 3003-1. A Proof of Claim form is not included with this Notice, but will be mailed to you separately at a later date as more particularly described below. A Proof of Claim is a signed statement describing a creditor's claim. The debtors will file schedules of assets and liabilities in this case which may contain information about your claim. If your claim is scheduled and is not listed as disputed, contingent or unliquidated, it will be allowed in the amount scheduled unless you file a Proof of Claim or you are sent further notice about the Claim. Whether or not your claim is scheduled you are permitted to file a Proof of Claim. If your claim is not listed at all or if your claim is listed as disputed, contingent or unliquidated, then you must file a Proof of Claim or you might not be paid any money on your claim against the Debtors in these bankruptcy cases. Robert Berger & Associates, L.L.C. has been appointed by the Court as the Claims, Noticing and Balloting Agent in these cases. The Claims, Noticing and Balloting Agent will send you a separate notice of the Claims Bar Date and a Proof of Claim form. If you do not receive a Proof of Claim form, you may obtain a form from the Claims, Noticing and Balloting Agent. The Proof of Claim form sent by the Claims, Noticing and Balloting Agent will include your name, how your claim was scheduled, and a creditor number established by the Claims, Noticing and Balloting Agent. All Proofs of Claim shall be filed with the Claims, Noticing and Balloting Agent by mailing to the following address: Metricom, Inc. Open: 8:30 a.m. — 5:00 p.m. Monday through Friday, except c/o Robert L. Berger & Associates, LLC general business holidays PMB 1015 10351 Santa Monica Blvd., Suite 101A Los Angeles, CA 90025 Telephone: (818) 771-7751 Each original claim shall be filed with one (1) copy. Parties filing proofs of claim who wish to receive a return copy of their proof of claim showing the Clerk's file stamp must provide an extra copy (in addition to the original and one copy required by the preceding sentence) and a postage -paid, self-addressed envelope. PROOFS OF CLAIM SHALL NOT BE FILED WITH THE BANKRUPTCY COURT. Persons who hold common stock, preferred stock, or equity interests in the Debtors do not need to file a proof of interest at this time. CREDITORS MAY NOT TAKE CERTAIN ACTIONS The filing of the bankruptcy case automatically stays certain collection and other actions against the debtors and the debtors' property. Prohibited collection actions are listed in Bankruptcy Code section 362. Common examples of prohibited actions include contacting the debtors by telephone, mail or otherwise to demand repayment; taking actions to collect money or obtain property from the debtors; and starting or continuing lawsuits against the debtors. If you attempt to collect a debt or take other action in violation of the Bankruptcy Code, you may be penalized_ SPECIAL PROCEDURES The Court has entered an Order Establishing Notice and Case Management Procedures and Setting Claims Bar Deadline and Other Dates containing information relating to, among other things: (1) procedures governing the filing and service of motion papers, oppositions and replies; (2) the establishment of hearing dates in these bankruptcy cases; and (3) procedures for seeking ex parte or expedited hearings. DISCHARGE OF DEBTS Confirmation of a chapter 11 plan may result in a discharge of debts, which may include all or part of your debt. See Bankruptcy Code 1141(d). A discharge means that you may never try to collect the debt from the Debtors, except as provided in the plan. NOTICES OF CERTAIN HEARINGS AND RELATED MATTERS All Creditors and certain parties in interest will receive notice by mail or by publication of the following matters: (1) any hearing on the dismissal of the cases or conversion of the cases; (2) the following matters related to the plan of reorganization: the time fixed for filing objections to and the hearing to consider approval of a disclosure statement, the time fixed for accepting, rejecting and objecting to confirmation of a plan or any modification thereof, and the hearing thereon and the entry of an order confirming a plan; and (3) any other matter which the Court requires that notice be served on all creditors and interest holders. Pursuant to the Order Establishing Notice and Case Management Procedures and Setting Claims Bar Deadline and Other Dates , in order to receive notice of other proceedings in this case, you will be required to file with the Clerk of the Bankruptcy Court and serve upon counsel for the Debtors a written request for notice. A copy of the Order Establishing Notice and Case Management Procedures and Setting Claims Bar Deadline and Other Dates, and of the current list of the parties who are entitled to receive notice of matters, is available by requesting such list from the Debtors' counsel at the following location: Murphy Sheneman Julian & Rogers 101 California Street, Suite 3900 San Francisco, CA 94111 Telephone No.: (415) 616-7614 Attn: Bill Petty DATED: July _, 2001 For the Court: Clerk of the Bankruptcy Court Irl t tin January 2, 2001 METRICOM, INC. Attn: Dick Au 333 West Julian Street San Jose, CA 95110 RE: Surety Bond 00-254-771 for City of Edmonds Dear Dick, 301 Island Parkway, Belmont, CA 94002-4110 ph. 650.598.0900 fax 650.598.0370 www.abdi.com R C;5 a N% I � Ito COMM V G �V1G�S Attached with the notice of cancellation for bond number K05898286 from ACE-INA, please find a copy of replacement bond number 00-254-771 issued by The Insurance Company of the State of Pennsylvania (an AIG Company) in the amount of $5,000. This new bond has been made effective July 10, 2000 to ensure that you will have absolutely no lapse in coverage. The original of this bond has been mailed to the Obligee with along with ACE-INA's notice of cancellation. If you or the Obligee should have any questions regarding this replacement bond, or have any other related issues, please contact us at (650) 839-6000. ABD Surety Services Cc: City of Edmonds RECEIVE JAN 17 2001 EDMONDS CITY CLERK W R N License N90460590 INSURANCE COMPANY OF NORTH AMERICA Date: January 11, 2001 Obligee City of Edmonds Community Services Director 250 5th Avenue North Edmonds, WA 98020 Notice Of Cancellation Bond Type: License and Permit Bond Amount: $5,000.00 We hereby cancel our Bond #K05898286 issued to Metricom, Inc. in accordance with the terms and conditions of the Bond or Policy. You will, therefore, please take notice that as of 12:01 a.m., Standard Time on the 17th day of March 2001, the said bond will terminate and cease to be in force, unless sooner terminated by you. Principal: Metricom, Inc. 980 University Avenue Los Gatos, CA 95032 Producer: ALBURGER BASSO DEGROSZ 820 BAY AVENUE SUITE 111 CAPITOLA CA 95010 Processed: 1/11/2001 kf INSURANCE COMPANY OF NORTH AMERICA Surety By �51 Kim Foraker Attorney -in -fact ACE USA Bond Services Virginia Beach Sales and Service Center P.O. Box 2005 Virginia Beach, VA 23450-2005 Bond No.: 00-254-771 Premium: $100.00 Per Annum PERFORMANCE BOND FOR TELECOMMUNICATIONS FRANCHISE KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the City of Edmonds, Washington, has granted the undersigned Principal a Non -Exclusive Franchise by Ordinance, dated January 22, 1997, which authorizes the Principal to construct, install, maintain and operate telecommunications facilities within the City's right-of-way; and, WHEREAS, said franchise provides that the undersigned Principal shall furnish a bond or other suitable surety to secure the faithful performance of the terms, conditions and covenants of said franchise; NOW, THEREFORE, we the undersigned Principal and The Insurance Company of the State of Pennsylvania a corporation duly organized and existing under the laws of the State of Pennsylvania authorized to transact business in the State of Washington, are held and firmly bound unto the CITY OF EDMONDS, WASHINGTON, in the sum of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) lawful money of the United States, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATIONS IS SUCH, that if the undersigned Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and faithfully perform the covenants, conditions and provisions in the said franchise and shall also well and truly keep and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said franchise that may hereafter be made, at the time and in the manner therein specified, then this obligation shall become null and void; otherwise it shall remain in full force and effect. PROVIDED, HOWEVER, that the surety reserves the right to withdraw as surety from this bond, except as to any liability incurred or accrued, and may do so by giving sixty (60) days written notice to the City of Edmonds. IN WITNESS WHEREOF, the said undersigned principal and the said surety have caused this bond to be signed and sealed this 8`h day of December, 2000. BOND EFFECTIVE DATE: July 10, 2000 INC. THE INSUROCE COMPANY OF THE _,--$T OF PENNSYLVANIA _ Corporate Operations Jeff Address: Two Rincon Center 121 Spear Street San Francisco, CA 94105 Telephone: 415-83 6-2979 APPROVED AS TO FORM: City Attorney CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California } } County of Santa Clara } On January 4. 2001 before me, Balr4j S. Deol. Notary Public, personally appeared Dick Au personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. LV_ S. DEOL COl1 M, # 1283145a' NOTARY PUBLIC-CALIFORNIA V! Santa Clara County My Comm Expires Nov 4,20004 Place Notary Seal Above WITNESS my hand and official seal OPTIONAL � k 1 5 Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment to another document Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity (ies) Claimed by Signei Signer's Name: ❑ Individual ❑ Corporate Officer ❑ Partner - ❑ Limited ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: ❑ General Number of Pages: Top of Thumb Here California All Purpose Acknowledgment State of County of California San Mateo On December 8, 2000 Date before me, Erin Bautista, Notary Public Name & Title of Officer/Notary personally appeared Jeff Prevost Names(s) of Signers(s) personally known to me, to be the persons) whose names) is/aye subscribed to the within instrument and acknowledged to me that he4&heA#@y executed the same in hislhaplthoi authorized capacity4@4, and that by his1hapIthWx signatures on the instrument the persor{4 or the entity upon behalf of which the persons} acted, executed the instrument. WITNESS my hand and official seal. YAL� 9" IV Notary Public MN BAUTISTA Commission # 11 Sl ❑74 a z Notary Public-CalifornlCl y Son Mateo County My Comm. bpresApr25, 2002 ---------- ----------------------- - ........ OPTIONAL ---------------- -------------------------- (The information below is not required by law) Description of Attached Document Title/type of Document Date of Document Other Signer(s) No. of Pages h:\docs\surety\forms\notary.doc The Insurance Company of the Sta*- of Pennsylvania PONVER OF ATTORNEY Principal Bond Office: 70 Pine Street, New Yon Y. 10270 No.05-B-53217 KNOW ALL MEN BY THESE PRESENTS: That The Insurance Company of the State of Pennsylvania, a Pennsylvania corporation, does hereby appoint ---Mark Roppo, Katherine G. Zerounian, Erin Bautista, Jeff Prevost, .James B. Shea, Jason Jenkins: of Belmont, California --- its true and lawful Attorney(s)-in-Fact, with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indenuiity and writings obligatory in the nature thereof, issued in the course of its business, and to bind the company thereby. IN WITNESS WHEREOF, The Insurance Company of the State of Pennsylvania has executed these presents STATE OF NEW YORK } COUNTY OF NEW YORKIss. On this 25th day of April, 2000 before me came the above named officer of The Insurance Company of the State of Pennsylvania, 'to me personally known to be the individual and officer described herein, and acknowledged that he executed the foregoing instrument and affixed the seal • of said corporation thereto by authority of his office. CERTIFICATE this 25th day of April, 2000. awrence W. Carlstrom, Vice President WIAM A Rks; b NO. WA8036p83 QW&-d In Bronx County C'4*410n l=xpi Os Feb. 14, 20C2 Excerpts of Resolution adopted by the .Board of Directors of The Insurance Company of the State of Pennsylvania, on May 18, t976: "RESOLVED, that the Chairman of the Board, the President, or any Vice President be, and hereby is, authorized to appoint Attorneys -in -Fact to represent and act for and on behalf of the Company to execute bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, and to attach thereto the corporate seal of the Company, in the transaction of its surety business; "RESOLVED, that the signatures and attestations of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company when so affixed with respect to any bond, undertaking, recognizance or other contract of indemnity or writing obligatory in the nature thereof, "RESOLVED, that any such Attorney -in -Fact delivering a secretarial certification that the foregoing resolutions still be in effect may insert in such certification the date thereof, said date to be not later than the date of delivery thereof by such Attomey-in-Fact." 1, Elizabeth M. Tuck, Secretary of The Insurance Company of the State of Pennsylvania, do hereby certify that the foregoing excerpts of Resolution adopted by the Board of Directors of this corporation, and the Power of Attorney issued pursuant thereto, are true and correct, and that both the Resolution and the Power of Attorney are in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of the corporation ' 3238 (4/99) this gth day ofDecember 2000 Elizabeth M. Tuck, Secretary Bond No.: 00-254-771 Premium: $100.00 Per Annum PERFORMANCE BOND FOR TELECOMMUNICATIONS FRANCHISE KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the City of Edmonds, Washington, has granted the undersigned Principal a Non -Exclusive Franchise by Ordinance, dated January 22, 1997, which authorizes the Principal to construct, install, maintain and operate telecommunications facilities within the City's right-of-way; and, WHEREAS, said franchise provides that the undersigned Principal shall furnish a bond or other suitable surety to secure the faithful performance of the terms, conditions and covenants of said franchise; NOW, THEREFORE, we the undersigned Principal and The Insurance Company of the State of Pennsylvania a corporation duly organized and existing under the laws of the State of Pennsylvania authorized to transact business in the State of Washington, are held and firmly bound unto the CITY OF EDMONDS, WASHINGTON, in the sum of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) lawful money of the United States, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, fnrnly by these presents. THE CONDITION OF THIS OBLIGATIONS IS SUCH, that if the undersigned Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and faithfully perform the covenants, conditions and provisions in the said franchise and shall also well and truly keep and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said franchise that may hereafter be made, at the time and in the manner therein specified, then this obligation shall become null and void; otherwise it shall remain in full force and effect. PROVIDED, HOWEVER, that the surety reserves the right to withdraw as surety from this bond, except as to any liability incurred or accrued, and may do so by giving sixty (60) days written notice to the City of Edmonds. IN WITNESS WHEREOF, the said undersigned principal and the said surety have caused this bond to be signed and sealed this 8`h day of December, 2000. BOND EFFECTIVE DATE: July 10, 2000 METRICOM, INC. By: Dick Au, V.P. Corporate Operations APPROVED AS TO FORM: By: City Attorney THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA By: Jeff Prevost, Attorney -In -Fact Address: Two Rincon Center 121 Spear Street San Francisco, CA 94105 Telephone: 415- 83 6-2979 r � abd', *n January 2, 2001 METRICOM, INC. Attn: Dick Au 333 West Julian Street San Jose, CA 95110 RE: Surety Bond 00-254-771 for City of Edmonds Dear Dick, 301 Island Parkway, Belmont, CA 94002-4110 ph.650.598.0900 fax 650.598.0370 www.abdi.com VjSC;S1NjS0 Attached with the notice of cancellation for bond number K05898286 from ACE-INA, please find a copy of replacement bond number 00-254-771 issued by The Insurance Company of the State of Pennsylvania (an AIG Company) in the amount of $5,000. This new bond has been made effective July 10, 2000 to ensure that you will have absolutely no lapse in coverage. The original of this bond has been mailed to the Obligee with along with ACE-INA's notice of cancellation. If you or the Obligee should have any questions regarding this replacement bond, or have any other related issues, please contact us at (650) 839-6000. ABD Surety Services Cc: City of Edmonds RECEIVED JAN 17 2001 EDMONDS CITY CLERK License N90460590 INSURANCE COMPANY OF NORTH AMERICA Date: January 11, 2001 Obligee: City of Edmonds Community Services Director 250 5th Avenue North Edmonds, WA 98020 Notice Of Cancellation Bond Type: License and Permit Bond Amount: $5,000.00 We hereby cancel our Bond #K05898286 issued to Metricom, Inc. in accordance with the terms and conditions of the Bond or Policy. You will, therefore, please take notice that as of 12:01 a.m., Standard Time on the 17th day of March 2001, the said bond will terminate and cease to be in force, unless sooner terminated by you. INSURANCE COMPANY OF NORTH AMERICA Surety By KU�/\ V(AV Kim Foraker Attorney -in -fact Principal: Metricom, Inc. 980 University Avenue Los Gatos, CA 95032 Producer: ALBURGER BASSO DEGROSZ 820 BAY AVENUE SUITE 111 CAPITOLA CA 95010 Processed: 1/11/2001 ACE USA Bond Services Virginia Beach Sales and Service Center P.O. Box 2005 kf Virginia Beach, VA 23450-2005 Bond No.: 00-254-771 Premium: $100.00 Per Annum PERFORMANCE BOND FOR TELECOMMUNICATIONS FRANCHISE KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the City of Edmonds, Washington, has granted the undersigned Principal a Non -Exclusive Franchise by Ordinance, dated January 22, 1997, which authorizes the Principal to construct, install, maintain and operate telecommunications facilities within the City's right-of-way; and, WHEREAS, said franchise provides that the undersigned Principal shall furnish a bond or other suitable surety to secure the faithful performance of the terms, conditions and covenants of said franchise; NOW, THEREFORE, we the undersigned Principal and The Insurance Company of the State of Pennsylvania a corporation duly organized and existing under the laws of the State of Pennsylvania authorized to transact business in the State of Washington, are held and fmnly bound unto the CITY OF EDMONDS, WASHINGTON, in the sum of FIVE THOUSAND AND N0/100 DOLLARS ($5,000.00) lawful money of the United States, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATIONS IS SUCH, that if the undersigned Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and faithfully perform the covenants, conditions and provisions in the said franchise and shall also well and truly keep and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said franchise that may hereafter be made, at the time and in the manner therein specified, then this obligation shall become null and void; otherwise it shall remain in full force and effect. PROVIDED, HOWEVER, that the surety reserves the right to withdraw as surety from this bond, except as to any liability incurred or accrued, and may do so by giving sixty (60) days written notice to the City of Edmonds. IN WITNESS WHEREOF, the said undersigned principal and the said surety have caused this bond to be signed and sealed this 8`h day of December, 2000. BOND EFFECTIVE DATE: July 10, 2000 , INC. C-THE INS NCE COMPANY OF THE �,T E OF PENNSYLVANIA Corporate Operations Jeff Address: Two Rincon Center 121 Spear Street San Francisco, CA 94105 Telephone: 415-83 6-2979 • ! ,�is►i CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California } } County of Santa Clara) On January 4. 2001 before me, Balra' S. Deol No Public, personally appeared Dick Au, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. BAI.RAJ S. A-�A- -- �.a..DEOL Comm. # 1283145 rn It NOTARY PUBLIC-CALIFORNIA N Santa Clara Counly taEMy Comm. Expires Nov 4, 2004 "� Place Notary Seal Above WITNESS my hand and official seal OPTIONAL i Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment to another document Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity (ies) Claimed by Signer Signers Name: ❑ Individual ❑ Corporate Officer ❑ Partner - ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Number of Pages: Top of Thumb Here California All Purpose Acknowledgment State of California County of San Mateo On December 8. 2000 Date before me, Erin Bautista, Notary Public Name & Title of Officer/Notary personally appeared Jeff Prevost Names(s) of Signers(s) personally known to me, or -proved —to —rare --or —the--bans—o# satisfactory evidence- to be the person(.&) whose name(&) is/ale subscribed to the within instrument and acknowledged to me that he4h@Ahe executed the same in him authorized capacity{+@&}, and that by his�ha;Uei signature(&) on the instrument the persona;&}, or the entity upon behalf of which the person{&} acted, executed the instrument. WITNESS my hand and official seal. / 4 Notary Public ERIN BAUIIST� Commission # 1181074 't} ary Public- Callfomia =�s `)�ANot v L �= son Mateo County N1yComm.F�iresgpr25,2002 OPTIONAL - - - - - - - - ---------------------------------- (The information below is not required by law) Description of Attached Document Title/type of Document Date of Document Other Signer(s) No. of Pages h:\dots\surety\forms\notary.doc The Insurance Company of the State of Pennsylvania POWER OF ATTORNEY Principal Bond Office: 70 Pine Street, New `, N.Y. 10270 No.05-13-53217 KNOW ALL MEN BY THESE PRESENTS: That The Insurance Company of the State of Pennsylvania, a Pennsylvania corporation, does hereby appoint ---Mark Roppo, Katherine G. Zerounian, Erin Bautista, Jeff Prevost, James B. Shea, Jason Jenkins: of Belmont, California --- its true and lawful Attomey(s)-in-Fact, with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indenurity and writings obligatory in the nature thereof, issued in the course of its business, and to bind the company thereby. IN WITNESS WHEREOF, The Insurance Company of the State of Pennsylvania has executed these presents this 25th day of April, 2000. Larvrence W. Carlstrom, Vice President STATE OF NEW YORK ) COUNTY OF NEW YORK)ss. On this 25th day of April, 2000 before me came the above �b o v 1Z k named officer of The Insurance Company of the State of Pennsylvania, 'to me personally known to be the individual and 1itA1W41Tiq officer described herein, and acknowledged that he executed the Notwy P �. of YO* foregoing instrument and affixed the seal of said corporation Na QZTA&�3 L�toj'6vd in Proax Gotinty thereto by authority of his office. wort Expires Feb. 14, 2OC2 CERTIFICATE Excerpts of Resolution adopted by the Board of Directors of The Insurance Company of the State of Pennsylvania, on May 18, 1976: "RESOLVED, that the Chairman of the Board, the President, or any Vice President be, and hereby is, authorized to appoint Attorneys -in -Fact to represent and act for and on behalf of the Company to execute bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, and to attach thereto the corporate seal of the Company, in the transaction of its surety business; "RESOLVED, that the signatures and attestations of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company when so affixed with respect to any bond, undertaking, recognizance or other contract of indemnity or writing obligatory in the nature thereof, "RESOLVED, that any such Attorney -in -Fact delivering a secretarial certification that the foregoing resolutions still be in effect may insert in such certification the date thereof, said date to be not later than the date of delivery thereof by such Attomey-in-Fact." 1, Elizabeth M. Tuck, Secretary of The Insurance Company of the State of Pennsylvania, do hereby certify that the foregoing excerpts of Resolution adopted by the Board of Directors of this corporation, and the Power of Attorney issued pursuant thereto, are true and correct, and that both the Resolution and the Power of Attorney are in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of the corporation 23238 (4/99) this 8th day of December 2000 Elizabeth M. Tuck, Secretary Bond No.: 00-254-771 Premium: $100.00 Per Annum PERFORMANCE BOND FOR TELECOMMUNICATIONS FRANCHISE KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the City of Edmonds, Washington, has granted the undersigned Principal a Non -Exclusive Franchise by Ordinance, dated January 22, 1997, which authorizes the Principal to construct, install, maintain and operate telecommunications facilities within the City's right-of-way; and, WHEREAS, said franchise provides that the undersigned Principal shall furnish a bond or other suitable surety to secure the faithful performance of the terms, conditions and covenants of said franchise; NOW, THEREFORE, we the undersigned Principal and The Insurance Company of the State of Pennsylvania a corporation duly organized and existing under the laws of the State of Pennsylvania authorized to transact business in the State of Washington, are held and firmly bound unto the CITY OF EDMONDS, WASHINGTON, in the sum of FIVE THOUSAND AND N0/100 DOLLARS ($5,000.00) lawful money of the United States, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATIONS IS SUCH, that if the undersigned Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and faithfully perform the covenants, conditions and provisions in the said franchise and shall also well and truly keep and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said franchise that may hereafter be made, at the time and in the manner therein specified, then this obligation shall become null and void; otherwise it shall remain in full force and effect. PROVIDED, HOWEVER, that the surety reserves the right to withdraw as surety from this bond, except as to any liability incurred or accrued, and may do so by giving sixty (60) days written notice to the City of Edmonds. IN WITNESS WHEREOF, the said undersigned principal and the said surety have caused this bond to be signed and sealed this 80' day of December, 2000. BOND EFFECTIVE DATE: July 10, 2000 METRICOM, INC. By: Dick An, V.P. Corporate Operations APPROVED AS TO FORM: an City Attorney THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA By: Jeff Prevost, Attorney -In -Fact Address: Two Rincon Center 121 Spear Street San Francisco, CA 94105 Telephone: 415-83 6-2979 t"b metricom July 14, 1998 Paul Mar, Community Services Director City of Edmonds 250 5"' Avenue North Edmonds, WA 98020 Re: Bond #K05898286 City of Edmonds Dear Paul: 980 University Avenue Los Gatos, CA 95032 JUL 2 a 1998 "NoNL)s CITY CL Ear Enclosed is the replacement bond for the Radio Network Agreement with the City of Edmonds, Washington. This bond replaces #U2694109. Please call me with any questions you may have. Sincerely, Linda Wallace (408) 399-8628 Telephone: F11X: 408 399 8200 408 354 1024 Bond No. IT 98286. Premium $100.00 per annum. PERFORMANCE BOND FOR TELECOMMUNICATIONS FRANCHISE KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the City of Edmonds, Washington, has granted the undersigned Principal a Non -Exclusive Franchise by Ordinance, dated January 22, 1997, which authorizes the Principal to construct, install, maintain and operate telecommunications facilities within the City's right-of-way; and, WHEREAS, said franchise provides that the undersigned Principal shall furnish a bond or other suitable surety to secure the faithful performance of the terms, conditions and covenants of said franchise; NOW, THEREFORE, we the undersigned Principal and Insurance Company of North America a corporation duly organized and existing under the laws of the State of Pennsylvania ' authorized to transact business in the State of Washington, are held and firmly bound unto the CITY OF EDMONDS, WASHINGTON, in the sum of FIVE THOUSAND AND N0/100 DOLLARS ($5,000.00) lawful money of the United States, for the payment of which sum, well and truly to be made, we bind ourselves, our hens, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the undersigned Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and faithfully perform the covenants, conditions and provisions in the said franchise and shall also well and truly keep and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said franchise that may hereafter be made, at the time and in the manner therein specified, then this obligation shall become null and void; otherwise it shall remain in full force and effect. PROVIDED, HOWEVER, that the surety reserves the right to withdraw as surety from this bond, except as to any liability incurred or accrued, and may do so by giving sixty (60) days written notice to the City of Edmonds. IN WITNESS WHEREOF, the said undersigned principal and the said surety have caused this bond to be signed and sealed this 10" day of June, 1998 Bond Effective Date: July 10, 1998. MET$iC.�].Ar�-Ihi C. By: Title APPROVED AS TO FORM: By: City Attorney s rance Company of Forth America osemarie Guanill, Attorney---i -Fact Address: P.O. Box 13342 Sacramento, Ca. 95813 Telephone: 916-631--6 64 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Santa Clara ss. On July 10, 1998 before me, T. Bicknell, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared Sheila Thomason , Name(s) of Signer(s) personally known to me ❑ proved to me on the basis of satisfactory evidence G�C� -�SAMCLARA 0 1999 �y cnms"� WI hand and official seal. Place Notary Seal Above gnatura of Notary Public to be the person(s) whose name subscribed to the within instru (s) is/are ment 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 actedexecuted the instrument. person(s) , OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Performance Bond for Telecommunications Franchise Document Date: June 10, 1998 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: Sheila Thomason SIM Nil El Individual Top of thumb here / - ; Corporate Officer —Title(s): Assistant Treasurer El Partner — El Limited El General El Attorney in Fact El Trustee El Guardian or Conservator El Other: Signer Is Representing: © 1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod, No. 5907 Reorder: Call Toll -Free 1-800-876-6627 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907 State of California County of San Francisco On June 10, 1998 DATE before me Dena Mitchel, Notary Public NAME, TITLE OF OFFICER - E.G., -JANE DOE, NOTARY PUBLIC - personally appeared Rosemarie Guanill NAME(S) OF SIGNER(S) CI 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 ac- knowledged 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. DENA MITCHEL WITNES_S my hand and official seal. COMM. #1181613 ~ r NOTARY SAN FRANCISCO CALIFORNIA COUNTY My Comm, Expires May 26, 2002 SIGNATURE OF NOTARY 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 ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309-7184 Power O f INSURANCE COMPANY OF NO. AMERICA 730842 Attorney CIGNA Know all then by these presents: That INSURANCE COMPANY OF NORTH AMERICA, a corporation of the Commonwealth of Pennsylvania, Navin its principal office in the City of Philadelphia . Pennsylvania, pursuant to the following Resolution, adopted by the Board of Directors of the said Company on December 5, 1983, to wit: 'RESOLVED, That pursuant to Articles 3.18 and 5.1 of the By -Laws, the following Rules shall govern the execution for the Company of bonds, undertakings, recognizances, contracts and other writings in the nature thereo {I) That the President, any Senior Vier President, any Vice Prmclot, and Assistant Vice President, or onyAttorney-in-Fact, may exewtr for and on behalf of the Company any and all bonds, undertakings, recognizances, eontruts and other writi rigs in thn naturr thereof, the same to be apeaicd when necessary by the; Corporate Secretary, or any Assistant Corporate Secretary, acid the sas i of the Company arfixed thereto; and that the President, mSenior Vice President; any Vice Presiders or any Assistant Vice president may app I I and ►uthaue any other officer (elecudor epWated) of the Company, ant Atromeyh-In-Fact to sa execute or artist ro the exetui of ll. such writs rigs on hehalf.of Lire Company and to affix the seal of the Company ctu, (2) Any. such wrili ng executed in accardatec with these Rules Shall be as binding upon the Company in any rase at though signed by the Praidrmt and suestted to by the Corporate Secretary. 0) Tho signarure of the President, orSenior Vice President, or a Vice President, or en Assistant Vice Preident and the oral of hire Company may be affixed by facsimile an any of anorruy granted ppuursuant to this Resolution, and thr signaRue of a certifying affect ar d the Beal of the Company may 6e anlxsd by €acsimile ec soy certirrrate oranv such power, and any such power or rtrtlficwc hearing such facsimile signature and seal shall tic valid and binding on the Company, (a) Such'other Officers of the Company, and Msomeys-In-Fan shall have authority to certify or verify copies of this Resolution, the By -Laws of:hc Company, aad any affidavit nr seeord of the Company necassary to the discharge of ncvi r duti es- (5) The passage of this Resolution does no revoke any earlier unbority granted by Resolutions of the Eoud of Directors xdnpted on Irma 9, 1953, May 23, 1975, and Mash 23, 1977.' does hereby nominate, constitute and appoint CHARLES R. SHOEMAKER, DONNA ELLIS, ROGER C. DICKIHiSON, J. CRAIG BEDELL, NANCY L. HAMILTON and ROSEMARIE GUANILL all of the City of San Francisco, State of California, each individually iflhcr be more than one named, its true and lawful attorney -in -fact, to make, execute, seal and deliver on its behalf, and as its act and deed any and all bonds, undertakings, recognizanees, contracts and other writings in the nature thereof in penalties not exceeding Three Mii11!cm Dollars ($3,000,040) and the executioi of such writings in pursuance of these presents shall be as binding upon said Company, as fully and amply as if they had been duly executedand ackowledged "= by the regularly elected officers of the Company at its principal office. to U IN WITNESS WHEREOF, the said William Iungreis . Vice —President, has hereunto subscribed his name and affixed :he corporal:: sea; of the said tll INSURANCE COMPANY OF NORTH AMERICA this 17th day of July 1997 . i C: Z .'•�F•d� L S A, �, sy °'• 0 D ra 0 — ru L � z; C zl 4 d O v G Da) Cki N, 0 C L Q3 a4- 42W-q INSURANCE COMPANY OF NORTH AMERICA r William Jungreis , Vice President COMMONWEALTH OF PENNSYLVANIA, COUNTY OF PHILADELPHIA ss. On This 17th day of July, A.D. 1997, before me, a Notary Public of the Commonwealth of Pennsylvania in and for the County of Philadelphia came William Jungreis , Vice -President of the INSURANCE COMPANY OF NORTH AMERICA to me personally known to be the individual and officer who executed the preceding instrument, and he acknowledged that he executed the same, and that the seal affixed to the preceding instrument is the corporate seal c said Company; that the said corporate seal and his signature were duly affixed by the authority and direction of the said corporation, and that Resolution, adopt by the Board of Directors of 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 sea] at the City of Philadelphia the day and year first above writtei NOTARIAL SEAL MARY E. COLUNS, Notary Publip City of Philadelphia, Phila. County MY Commission Expires June 22.1M Notary Public I, the undersigned Secretary of INSURANCE COMPANY OF NORTH AMERICA -, do hereby certify that the original POWER OF ATTORNEY, which the foregoing is a substantially true and correct copy, is in full force and cffecl. In witness whereof; I have. hereunto subsori:bed my name as Secretary, andaffixed the corporate seal of the Corporation, this 10 th day of June 19 9& r Debra H. Paziora , Secre •TI-IIS POWER OF ATTORNEY MAY NOT BE USEDTO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER July 17, 1999 .. Z r .,r-�% '..4 JrZ-'� �`y. ..•Lrfl.- - - .. %:. • N/: - I35 3372b Pu*EW in U-S.A- - '- ; • - 1 CITY OF EDMONDS CIVIC CENTER • EDMONDS, WA 98020 • (206) 775-2525 �ClSt. 1 8 9 v August 15, 1997 Norine Luker Puget Sound Area Property Manager Metricom 980 University Avenue Los Gatos, CA 95030 Re: City of Edmonds Ordinance #3128 Dear Ms. Luker: BARBARAFAHEY MAYOR Per your request, enclosed is a fully -executed copy of the Performance Bond for Telecommunications Franchise. If you have any questions, please call me at (425) 771-0245. Yours truly, Sandra S. Chase, CIVIC Edmonds City Clerk Enclosure • Incorporated August 11, 1890 a Sister Cities International — Hekinan, Japan EXHIBIT A l,"I,',.`iL F I L � 6 Bond No. U2694109 Premium: $100.00 per annum. PERFORMANCE BOND FOR TELECOMMUNICATIONS FRANCHISE KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the. City of Edmonds, Washington, has granted the undersigned Principal a Non -Exclusive Franchise by Ordinance, dated January 22, 1997, which authorizes the Principal to construct, install, maintain and operate telecommunications facilities within the City's right-of-way; and, WHEREAS, said franchise provides that the undersigned Principal shall furnish a bond or other suitable surety to secure the faithful performance of the terms, conditions and covenants of said franchise; NOW, THEREFORE, we the undersigned Principal and UNITED PACIFIC INSURANCE COMPANY, a corporation duly organized and existing under the laws of the State of Pennsylvania and authorized to transact business in the State of Washington, are held and firmly bound unto the CITY OF EDMONDS, WASHINGTON, in the sum of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) lawful money of the United States, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the undersigned Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and faithfully perform the covenants, conditions and provisions in the said franchise and shall also well and truly keep and faithfully perform and fulfill all of the undertakings, covenants, terms, conditions and agreements of any and all duly authorized modifications of said franchise that may hereafter be made, at the time and in the manner therein specified, then this obligation shall become null and void; otherwise it shall remain in full force and effect. PROVIDED, HOWEVER, that the surety reserves the right to withdraw as surety from this bond, except as to any liability incurred or accrued, and may do so by giving sixty (60) days written notice to the City of Edmonds. IN WITNESS WHEREOF, the said undersigned principal and the said surety have caused this bond to be signed and sealed this 10`h day of July, 1997 METRICOM, INC. UNITED PACIFIC INSIURANCE COMPANY Bv: Az--/ By: Title Donna Ellis, Attorney -in -Fact Address: 580 California Street, Suite 1300 San Francisco, CA 94104 Telephone: 415-273-5205 APPROVE AS O FO By: City Att ti. CALIFORNIA ALL-PURPOL ACKNOWLEDGMENT State of California County of San Francisco On July 10, 1997 DATE before me Dena Mitchel, Notary Public NAME, TITLE OF OFFICER.- E.G.- "JANE DOE, NOTARY PUBLIC' personally appeared _ Donna Ellis NAME(S) OF SIGNER(S) CXI 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 ac- knowledged 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 DENA MfTCHa`1_ person(s) acted, executed the instrument. ' COMM. #1021762 � U NOTARY PUBLIC-CALIFORNLA + (- SAN FRANCfSCO COUNTY =SSand and fficial seal. My Corm. Expires May 26, 1998` SIGNATURE OF NOTARY 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 ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ERATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE • �•..r " �!c"A`� :r��:.8:.�.� ...t"ua�i-� •Ili �.' �i wr,�•aa,��.:, �1�.5���.E.'.'3iSri r '�d, a�::. . . RELIANCE SURETY COMPANY RELIANCE INSURANCE COMPANY UNITED PACIFIC INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY ADMINISTRATIVE OFFICE, PHILADELPHIA, PENNSYLVANIA POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RELIANCE SURETY COMPANY is a corporation duly organized under the laws of the State of Del- aware, and that RELIANCE INSURANCE COMPANY and UNITED PACIFIC INSURANCE COMPANY, are corporations duly organized under the laws of the Commonwealth of Pennsylvania and that RELIANCE NATIONAL INDEMNITY COMPANY is a corporation duly organized under the laws of the State of Wisconsin (herein collectively tailed "the Companies") and that the Companies by virtue of signature and seals do hereby make, constitute and appoint Donna Ellis, of San Francisco, California their true and lawful Attorney(s)-in-Fact, to make, execute, seal and deliver for and on their behalf, and as their act and deed any and all bonds and undertakings of suretyship and to bind the Companies thereby as fully and to the same extent as if such bonds and undertakings and other writings obligatory in the nature thereof were signed by an Executive Officer of the Companies and seated and attested by one other of such officers, and hereby ratifies and confirms all that their said Attorney;s)-in-Fact may do in pursuance hereof. This Power of Attorney is granted under and by the authority of Article VII of the By -Laws of RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and RELIANCE NATIONAL INDEMNITY COMPANY which provisions are now in full force and effect, reading as follows: ARTICLE VII - EXECUTION OF BONDS AND UNDERTAKINGS 1. The Board of Directors, the President, the Chairman of the Board, any Senior Vice President, any Vice President or Assistant Vice President or other officer designated by the Board of Directors shall have power and authority to (a) appoint Attorneyls)-in-Fact and to authorize them to execute on behalf of the Company, bands and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof, and (b) to remove any such Attorneyls)-in-Fact at any time and revoke the power and authority given to them. 2. Attorneyls)-In-Fact shall have power and aulhority, subject to the terms and limitations of iftn Power of Attorney issued to them, to execute deliver on behalf of the Company, bonds and undertakings, recognizances, Contracts of indemnity and other writings obligatory in the nature thereof. The corporate seal Is not necessary. foi the validity of any bonds and undertakings, recognizances, contracts of Indemnity and other writings obligatory in the net Lire theruoL 3. Attorney(s)-In-Fact shall have power and authority to execute affidavits required to be attached to bonds, recognizances, contracts of Indemnity or other conditional or obligatory undertakings and they shall also have power and authority to certify the financial statement of the Company and to copies of the By -Laws of the Company or any article or section thereof. This' Power of -'Attorney is :signed and sealed by facsimile under and by authority of the following resolution adopted by the Executive and Finance Committees of the Boards of Directors of Reliance lnsuranee Company, United Pacific Insurance Company.and Reliance National Indemnity Company by Una-wnous Consent dated as of February 28, 1994 and by the Executive and Financial Committee of the Board of Directors of Reliance Surety Company by Unanimous Consent dated as of March 31, 1994. "Resolved that the signature$ of such directors and officers and the seal of the Company may be affixed to any such Power of Attorney or any certificates relating (hereto by facsimile,and any such Power .of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such Power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company, in the future with respect to any bond or undertaking to which it Is attached." IN WITNESS WHEREOF, the Companies have caused these presents to be signed :and their corporate seals to be hereto affixed, this July 19, 1996. RELIANCE SURETY COMPANY " r. P """ + �''•.S''' µme+ RELIANCE INSURANCE COMPANY T`w�.*°"�r°; <r4"fD�■' r S�AL'r �: UNITED PACIFIC INSURANCE COMPANY : SFaL 5111E : t►,rs �i RELIANCE NATIONAL INDEMNITY COMPANY 6 fin CA r.if� STATE OF Washington COUNTY OF King } ss, On this, July 19, 1996, before me, Janet Slankley, personally appeared Mark W. Alsup, who acknowledged himself to be the Vice President of the Reliance Surety Company, and the Vice President of Reliance Insurance Company, United Pacific Insurance Company, and Reliance National Indemnity Company and that as such, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as its duiy authorized officer. In witness whereof, I hereunto set my hand and official seal. ❑ 8I-4�� Hy PUBLIC a `ram 12•�J97 p 4FRet Public in and for the State of Washington Qfig at Puyallup I, Robyn Layng, Assistant Secretary of RELIANCE SURETY COMPANY, ELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMP- ANY, and RELIANCE NATIONAL INDEMNITY COMPANY do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this loth day of July 19 97 t • � J 076gAssistant Secretor°~45iiEy ALL - State of QA11 t mu -- County of 1! VV before me, T 4- �[ �-- ATE f ; NAME, TITLE OF OFFICER - F-., "JANE DOE, N ARY PUBLIC' personally appearedt�(�}'1�' NAME(SI OF StGNERIS) ❑ personally known to me - OR -roved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed r Lam. the same in his/her/their authorized C01l#10"15y capacity(ies), and that by his/her/their �—�Cd signature(s) on the instrument the person(s), COMM- ��APR � orthe entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY ATTENTION NOTARY: Although the information requested below is OPTIONAL, it THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL(S) NX■ ORPORATE T�5A, OFFICER(S) j".Q}_gf — TITLE(S) ❑ PARTNER(S) ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ SUBSCRIBING WITNESS ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) Id prevent fraudulent attachment of this certificate to unauthorized document. :,pw 64_ &�,64)rwr— 7?.Icp,,- elm Number of Pages 1 Date of Document Jd �i 1 d.,, q N -7 Signer(s) Other Than Named Above JIM ►Ut 01991 NATIONAL NOTARY ASSOCIATION - 8236 Remmet Ave. - P.O. Box 7184 • Canoga Park, CA 91304- Inc.189v CITY OF EDMONDS 250 5TH AVENUE NORTH - EDMONDS, WA 98020 - (206) 771-0220 - FAX (206) 771-0221 COMMUNITY SERVICES DEPARTMENT Public Works • Planning • Parks and Recreation v Engineering March 31, 1997 Ewa Hughs Administrative Assistant Right of Way Metricom, Inc. 980 University Ave. Los Gatos, AC 95030 Dear Ms. Hughs: BARBARA FAHEY MAYOR Enclosed is a certified copy of our Statement of Acceptance for the terms, conditions and obligations with regard to Ordinance No. 3128. Please note that the City did not change any of the language in Section 15. As you mentioned in your February 24th letter, the City notified you that the change was not acceptable. On March 28, 1 received a phone call from Karen Kirkpatrick, Right -of -Way Specialist, indicating that Metricom agreed to leave the language of Section as is. Thank you very much for your cooperation in bringing this matter to a timely closure. We acknowledge receipt of the $2,000 payment for administrative fees. If you have questions, please call me. Sincerely, Paul Mar Director cc: Sandy Chase, City Clerk Karen Kirkpatrick, Right -of -Way Specialist, Metricom, Inc. • Incorporated August 11, 1890 e Sister Cities International — Hekinan, Japan RECE► . ED Cl- w y� metficO►�'t7� FEB 261997 EDMONDS CITY CLERK 980 University Avenue Los Gatos, CA 95030 Statement of Acceptance VIA AIRBORNE EXPRESS February 20,1997 City of Edmonds ATTN: City Clerk 250 5t11 Avenue North Edmonds, WA 98020 Re: Ordinance No. 3128 Dear Ms. Chase: In accordance with and as required by Section 30 of City of Edmonds Ordinance 3128, passed by the City Council and approved by the Mayor on January 21,1997 (the "Ordinance"), Metricom, Inc. hereby accepts the terms, conditions and obligations to be complied with or performed by it under the Ordinance. 7 Sincerely, William D. Swain Chief Financial Officer Metricom, Inc. Telephone: FAX: 408.399.8200 408.354.1024