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HomeMy WebLinkAboutDIGITAL WEST NETWORKS, INC DIGITAL WESTDIGIWES-�01 LDOUST '44cc>R" �� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 2/29i2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE02096 DiBuduo & DeFendis Insurance Brokers, LLC -- 100 Cross Street, Suite 104 p ) I . _ 'E S•, ':H San Luis Obispo, CA 93401 { NAME: NTACT PN NEFnx -- _ A No. Ex : 805j 593-1400 c, No): ($�5� 593-1401 AD RESS: INSURER(S) AFFORDING COVERAGE NAIC # MAR 07 2016 INJURER A; Se tinel Insurance Co. Ltd. 11000 + PRODUCTS - COMP/OP AGG $ 2 INSURED Lo CITY (- I< IN*URER B: Hartford Accident and Indernni4l Company 22357 A -t- Digital West Networks, Inc. INiURER C: Hartford Ins. Co. Of The Midwest 37478 INSURER D : 3620 Sacramento #102 San Luis Obispo, CA 93401 INSURER E: BODILY INJURY (Per person) $ INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS - 1N -SR TYPE OF INSURANCE '6th � �L1CY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MMIDDNYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,0 CLAIMS -MADE 1XI OCCUR X 51SBAAD2177 02/28/2016 02/28/2017 PREM urW16@ $ 1,000,0 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Certificate holder is named as an Additional Insured for General Liability per Form SS 00 08 04 05 attached and for Auto Liability per form HA 99 16 03 12 attached; both where required by written contract As respects: City of San Luis Obispo, its elective boards, officers, agents and any subcontractors in the performance of work for the City of San Luis Obispo CERTIFICATE HOLDER CANCELLATION City of San Luis Obispo City Manager 919 Palm Street San Luis Obispo, CA 93401-3218 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE &4�5 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD V 51 UECVF3298 51SBAAD2177 1.51WECDX0621 MED EXP (Any one person) $ PERSONAL & ADV INJURY $ 1 GEN'LAGGREGATE LIMIT APPLIES PER: X ❑ PRO- POLICY JECTPRO LOC OTHER: GENERAL AGGREGATE $ 2 PRODUCTS - COMP/OP AGG $ 2 $ B AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS X 02/28/2016 02/28/2017 COMBI14EO SINGLE LIMIT $ 1 Ea ecddera BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PeraccPROPPRdenl) TY DAMAGE $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 02/28/2016 02/28/2017 EACH OCCURRENCE $ 5 AGGREGATE $ DED X RETENTION $ 10,000 $ ` WORKERS COMPENSATION AND EMPLOYERS' LIABILITY C ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A I 03/01/2016 03/01/2017 X PER ITH- STATUTE ER E.LEACH ACCIDENT $ 1 E_ L. DISEASE - EA EMPLOYE $ 1 E.L DISEASE -POLICY LIMIT 1 $ 1 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Certificate holder is named as an Additional Insured for General Liability per Form SS 00 08 04 05 attached and for Auto Liability per form HA 99 16 03 12 attached; both where required by written contract As respects: City of San Luis Obispo, its elective boards, officers, agents and any subcontractors in the performance of work for the City of San Luis Obispo CERTIFICATE HOLDER CANCELLATION City of San Luis Obispo City Manager 919 Palm Street San Luis Obispo, CA 93401-3218 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE &4�5 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD V BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture of limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by You or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture); or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed, d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises inconnection additional insured under this provision if such with the sale of the person or organization is included as an product; additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(referred to damage" arising out of the soles) below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone elseacting or sold in the regular course of the vendor's an its behalf, However, this business and only if this Coverage Part exclusion does not apply to: provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, inconnection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such products, This exclusion does not apply to or any ingredient, part or container, liability for damages that the entering into, accompanying or vendor would have in the absence containing such products. of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily "property in the product made intentionally injury", damage" or "personal by the vendor; and advertising injury" caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any "occurrence" (1) Any state or political subdivision, but which takes place after only with respect to operationsperformed you cease to lease that equipment. by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or organization. respect to liability for "bodily injury", "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or drawings and specifications; or arising out of the rendering of, or the failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. S. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not In addition to the Limits of Insurance shown In the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSfNESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose ail hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies, If other insurance is also primary, we will share with all that other insurance by the method described in c. below, b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract. If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us 4 a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations, These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations, these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such person or organization. (2) Structural alterations, new construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision — Permits person or organization, a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business. in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performedat "personal and advertising injury" the vendor's premises in arising out of operations performed for connection with the sale of the the state or municipality; or product; (2) "Bodily injury" or "property damage damage"ar (g) Products which, after distribution included in the "product -completed sale by you, have been labeled operations" hazard. or relabeled or used as a container, part or ingredient of any 7. Additional Insured — Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's business and only if this Coverage Part (i) The exceptions contained in provides coverage for "bodily injury" or Subparagraphs (d) or (f); or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject to the following additional exclusions: make or normally undertakes to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 -..... ......................................................-.._._._.................--------.-.................__...__.........- - - BUSIkESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. J. Additional Insured - Owners, Lessees Or Contractors - Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured - Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured - Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. - Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment, But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does riot include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Pagel of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance: and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5, applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION I1 - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), mernbers (if you are a limited liability company), or members of their households. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A,4,a, of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties; credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs 8.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss". is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident". the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is riot the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. POLICY PERIOD, COVERAGE TERRITORY of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D. - DEDUCTIBLE - of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS - VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas, b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000, For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 A.M. Best's Consumer Insurance Information Center Page 1 of 1 A.M. Best's _ C onsumor tnsu Member Center: Loa In I Sion U Need Coverage? How Does Your Insurer Rate? State Insurance Information Find insurers by state or coverage typeEnter a Company Name J= ;Select a State v Consumer Home I Terms to Know I Why a Best's Rating is Important I Contact Us 0 Life & Retirement 0 Health & Disability Q Car & Home O Other Life Events Sentinel Insurance Company Ltd (a member of Hartford Insurance Group) AM. Besl*02234 NAICA 11000 FEIN#: 06-1552103 Address: One Hartford Plaza Hartford, CT 06155-0001 UNITED STATES Best's Ratings yiev.f]ef,n�ttpn Financial Strength Rating: A+ Outlook: Stable Effective Date: May 01, 2015 (Upgraded ) Financial Size Category: XV (a2 Billion or greater) Licensing: The company is licensed in the District of Columbia and all states. Top Line(s) of Business (based upon Direct Premiums written) 1 Commercial Multiple Peril fyltrwycrn" 2 Workers' Compensation (Yew aarmalon ) 3 Auto (Commercial) Maw iiflluon ) 4 Homeowners Multiple Peril Lvwwrernaten> 5 Other Liability (Occurrence) Mew Deere on Top State(s) of Business (based upon Direct Premiums Written) 1 California 2 New York 3 Texas 4 New Jersey 5. Connecticut Phone: 860-547-5000 Fax Web: www thehartford.com Visit our NewsRoom for the latest News and Press Rel ases for this company and its AM Best Group Terms of Use 9 Prinl Ihis oaoe Need More information? 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Customer Service I Product Su000tt I Membac CM19r I Ggntact.Ido I rr.&reers AbOW A M. Best Stte Mao I Privacy Pdiev I Security I Terms of U9e al & Upirsin Copyright © 2016 A M Best Company, Inc and/or its affiliates ALL RIGHTS RESERVED. http://www3 . ambest.com/consumers/CompanyProfile. aspx?BL=3 6&ambnum=002234&P... 3/24/2016 A.M. Best's Consumer Insurance Information Center Page 1 of 1 ................... A. M. Best's wMwam krau am o � 4' � d* Member Center: Loa In I Sian Uo Need Coverage? How Does Your Insurer Rate? State Insurance Information Fnnr1 ii=sururs by sta'L, or coverage type IrnivacomwYNUM fM-1 Select a Slate v Consumer Home I Terms to Know I Why a Best's Rating is Important I Contact Us 0 Life & Retirement O Health IS Disability I) Car & Home (,,I Other Life Events Hartford Accident and Indemnity Company (a member of Hartford Insurance Group) AM. Best #:02230 NAIC#:22357 FEIN#: 09-0393030 Address: One Hanford Plaza Phone: 860-547-5000 Hartford, CT 06155-0001 Fax: 860-723-4289 UNITED STATES Web: www.thehartford.com Best's Ratings ViewDafrnition Financial Strength Rating: A+ Outlook: Stable Effective Date: May 01, 2015 (Upgraded ) Financial Size Category: XV (a2 Billion or greater) Licensing: The company is licensed in the District of Columbia, Puerto Rico and all states. Top Line(s) of Business (based upon Direct Premiums Wriaen) 1 Workers' Compensation Maw Dermi D 2. Auto (Personal) rvmw Dormn✓an ) 3. Auto (Commercial) mew oarrnaion ) 4. Homeowners Multiple Peril (vrowonrrnib) ) 5, Commercial Multiple Peril (rrrawgunmitaa> Top State(s) of Business (based upon Direct Premiums Written) 1 California 2 New York 3 Texas 4 Illinois 5 Louisiana 09 Print thm Race Need More information? 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State Insurance Information Find insurers by state or coverage type Enter a Company Name I� seiact a stain v Consullmeerr Home I Terms to Know I Why a Best's Rating is Important I Contact Us 0 Life S Retirement Q Health & Disability 6) Car & Home 0 Other Life Events Hartford Insurance Company of MidW (a member of Hartford Insurance Group) AM Best#:02612 NAIC#37476 FEIN #: 06-1006026 Address: One Hartford Plaza Hartford, CT 06155-0001 UNITED STATES Best's Ratings ywxnernition Financial Strength Rating: A+ Outlook: Stable Effective Date: May 01, 2015 (Upgraded ) Financial Size Category: XV ($2 Billion or greater) Licensing: The company is licensed in the District of Columbia and all states. Top Line(s) of Business (based upon Direct Premiums Written) 1 Workers' Compensation 13 cw cowion 2 Auto (Personal) ivrew "rinaron ) 3 Federal Flood View t]o mrnrt) 4 Homeowners Multiple Peril [rine. 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Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. http: //www3 . ambest. com/consumers/C ompanyPro file. aspx?BL=3 6& ambnum=002612&P... 3/24/2016 C>, op SECOND AMENDMENT TO AGREEMENT FOR INSTALLATION OF CONDUIT AND CONDUIT USE This Second Amendment to Agreement for Installation of Conduit and Conduit Use ("Second Amendment") is made, entered and effective as of this day of RAVWS (the "Effective Date") by and between the City of San Luis Obispo, a mun cipal corporation and charter city ("City") and Digital West Networks, Inc., a California corporation ("Digital West"). RECITALS WHEREAS, the City owns a conduit system located in certain portions of the City's right-of- way; WHEREAS, in April of 2011, City issued a Request for Proposals ("RFP") to lease portions of the City's conduit system to private communications companies. Digital West was the only company that responded to the City's RFP or otherwise showed any interest in leasing the City's conduit system; WHEREAS, on September 20, 2011, City and Digital West entered into that certain Agreement for Installation of Conduit and Conduit Use ("Agreement") whereby City agreed to provide a nonexclusive license to a portion of the City's conduit system for use by Digital West in exchange for web hosting services and other related services (the "Prado Conduit Project"), A copy of the Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference; WHEREAS, on March 31, 2015, City and Digital West entered into that certain First Amendment to Agreement for Installation of Conduit and Conduit Use (the "First Amendment") whereby City granted a nonexclusive license to Digital West to utilize a portion of the City's conduit system subject to certain terms and conditions. The term Agreement as utilized herein shall refer to the Agreement for Installation of Conduit and Conduit Use and the First Amendment Agreement for Installation of Conduit and Conduit Use; WHEREAS, by this Second Amendment, City desires to allow Digital West to further expand its fiber optic network within the City by granting Digital West a nonexclusive license to additional portions of the City's conduit system subject to certain terms and conditions; and WHEREAS, for purposes of efficiency, the terms and conditions of this new project will be added to the Agreement pursuant to this Second Amendment. AGREEMENT NOW THEREFORE, in consideration of their mutual promises, City and Digital West agree as follows: 1. Recitals. The recitals above are true and correct and are incorporated into the body of this Second Amendment by this reference. Packet Pg.107 Capitalized Terms. Except as set forth herein, all capitalized terms not defined herein shall have that same meaning as set forth in the Agreement. 3. Term, Unless otherwise agreed in writing between City and Digital West, the term of this Second Amendment shall run concurrent with the term of the Agreement as set forth in Section 19, and may be independently extended for two (2) additional five (5) year terns, subject to the notification procedures set forth in Section 19.1 of the Agreement and mutual agreement of the parties. 4. Scope of Agreement. Section 2 of the Agreement is hereby amended to add the following subsections regarding the new project: 2.5 Pursuant to this Second Amendment, the scope of services is hereby amended to include the additional scope described below: 2.5.1 City hereby grants to Digital West a nonexclusive license to use additional portions of the City's Conduit System to install, operate and maintain Cable and Innerducts at the locations depicted in Attachment 2 to this Second Amendment attached hereto and incorporated herein by this reference (the "Conduit License"). City and Digital West each acknowledge and agree that the Conduit License entails approximately 71,224 linear feet of Conduit. City and Digital West each acknowledge and agree that Sections 2.3.1 — 2.3.6 of the Agreement apply to Digital West's use of this portion of the City's Conduit System as provided in this Second Amendment. 5. Fees and Compensation. Section 3 of the Agreement is hereby amended to add the following subsection. 3.2 In consideration of City granting to Digital West the Conduit License pursuant to this Second Amendment, Digital West shall pay to City during the Initial Term, or any extension thereof or during any Successive Term, an annual Conduit license fee ("Conduit License Fee") in the amount of forty five cents ($0.45) per linear foot ($32,050.80 total) of Conduit licensed to Digital West under this Second Amendment. Digital West acknowledges and agrees that this Conduit License Fee shall be in addition to and on top of the Conduit License Fee due under the First Amendment. For the sake of clarity, Digital West acknowledges that the total Conduit License Fee under the First Amendment and this Second Amendment is $41,990.80 per year, subject to any CPI increases. The Conduit License Fee shall be paid on an annual basis with each payment due and payable on the beginning of each year, and prorated for partial years. The AT&T pricing guide was used to depict the industry standard. 2 Packet Pg. 108 3.2.1 The Conduit License Fee provided for in Section 3.1 above shall be subject to an adjustment every term anniversary following the Effective Date as follows: The base for computing the adjustment is the Consumer Price Index For All Urban Consumers — Los Angeles published by the United States Department of•Labor, Bureau of Labor Statistics (the "Index"), which is published for the month nearest the commencement date for each annual term (the "Beginning Index"). If the Index published nearest the adjustment date (the "Extension Index") has increased over the Beginning Index, the basic annual rent until the next rent adjustment shall be set by multiplying the Conduit License Fee set forth in Section 3.1 above by a fraction, the numerator of which is the Extension Index and the denominator of which is the Beginning Index. In no case shall the basic annual Conduit License Fee be less than the amount set forth in Section 3.1 above. If the Index is discontinued or revised during the term, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised. 6. Incorporation of Terms and Conditions of Agreement. All provisions in the Agreement shall apply to this Second Amendment. Except as modified herein, all ten -ns and conditions of the Agreement shall remain in full force and effect. To the extent there is a conflict between terms and conditions between the Agreement and this Second Amendment, the term or condition of this Second Amendment shall control. IN WITNESS WHEREOF, City and Digital West have caused this Second Amendment to be executed the day and year first written above. CITY OF SAN LUIS OBISPO DIGITAL WEST NETWORKS, INC. By: ,IanH M. x, Mayor Tim Williams Its: CEO An J labehcre, Interim City -clerk, A1111ROVED AS TO FORM; 3 Packet Pg. 109 J. (T�rittine Dietrick, City Attorney Packet Pg. 110 Council Agenda Report Meeting Date: 10/20/2015 FROM: Derek Johnson, Interim Director of Finance & Information Technology Prepared By: Steve Schmidt, Information Technology Manager SUBJECT: AMENDMENT NO. 2 TO THE CITY/DIGITAL WEST FIBER OPTIC INFRASTRUCTURE AGREEMENT RECOMMENDATION Approve of and authorize the Mayor to execute the Second Amendment (Attachment A) to the City/Digital West Fiber Optic Infrastructure Agreement to allow Digital West to expand its fiber optic network. DISCUSSION Background In April of 2011, City staff released a Request for Proposals ("RFP") to lease portions of the City's conduit system to private communications companies. Digital West was the only company that responded to the City's RFP, On September 20, 2011, the City and Digital West entered into the City/Digital West Fiber Optic Inliastructure Agreement (the "Agreement") to facilitate the installation of conduit and conduit use. Through the Agreement the City agreed to provide a nonexclusive license to a portion of" the City's conduit system for use by Digital West in exchange for web hosting and other related technology services. On March 31, 2015 the Council approved Amendment No. I to the Agreement which allowed Digital West to expand its fiber optic network within City owned conduits by granting Digital West an expanded license to designated portions of the City's conduit system. Proposed Second Amendment Digital West has completed their conduit work in Phase one of the project which was addressed in the first Amendment to the agreement and is now ready to begin proofing City conduits and pulling their fiber cables. Amendment two includes phases two and three of the Digital West project which includes the entire downtown area of the City. As proposed, Digital West agrees to pay to the City, $0.45 per linear foot for 22,090 linear feet of space within existing City conduits as a "Conduit License Fee" for a total fee of $9,940 per year. This fee is equivalent to the amount shown in Attachment C from AT&T and is the industry standard pricing for equivalent access. The City conduits already contain cabling for City services and will not be affected by Digital West placing an additional fiber cable. The 22,090 linear feet of fiber cable that Digital West will be placing for its needs is proposed to involve the following City conduits (Attachment B): Packet Pg. 73 I. Mill to Foothill -- Entering at the City vault at Mill and Johnson, continuing on Johnson under Highway 101 to California St, to Foothill Rd and south to Ferrini Rd. 2. Hathway to Oak — Adjacent the 101 South exits at Montalban St and Hathway, extending along Montalban to Oak St. at Lemon St. 3. Chorro St. — The Chorro St. conduits between Walnut St. and Pacific St. 4. Madonna Rd — From Elks Rd under Highway 101, extending the length of El Mercado to Madonna Rd, south to Los Osos Valley Road and west to Diablo Dr. By licensing this additional conduit to Digital West the City's fiber optic infrastructure will be significantly expanded. FISCAL IMPACT There is no cost to the City as a result of the Second Amendment. There will be a positive fiscal impact of approximately $9,940 per year associated with the increase in revenue to the City as a result of this amendment. ALTERNATIVE Do not approve the amendment. Council may choose to not approve the amendment to the existing City/Digital West Agreement. This is not recommended due to the increasing need for fiber continuity in the City that will be met with these and additional future conduit licensing agreements. Attachments: a - Digital West.First Amendment b - Map c - Pricing d - Original City -Digital West Agreement e - Conduit Share Proposal phase 2 and 3 f - Second Amendment DW License 9-30-15 g - SLOKEYMP- Progress Packet Pg. 74 ' (Domestic Mail Only; No Insurance Coverage Providec For delivery information visit our website at www.usps.com OFFICIAL USE , limp M 17:1 Postmark O Return Ro-ceEpl Fee Here O (EndorsementRequired) O Restdmd Defivory Fee O (Endorsors^^s -. 1radl M rU M Total P' DIGITAL WEST NETWORKS, INC. 1:0 sant to ATTN. TIM WILLIAMS M 5`ireof, 3620 SACRAMENTO DR. # 102 or PO& SAN LUIS OBISPO, CA 93401 ..... C)r} Sea. PS Forni 3800 ALigo-st 2006 See Reverse lop Insh tictions E Finance & Information Technology 990 Palni Street, San Luis Obispo, CA 805.7813130 , ocity ory January 26, 2016 Digital West Networks, Inc. Attn: Tim Williams 3620 Sacramento Dr. #102 San Luis Obispo, CA 93401 Subject: Lease Portions of the City's Conduit System to Private Companies Enclosed is Amendment #2 to the agreement between The City of San Luis Obispo and Digital West Networks, Inc. to Lease Portions of the City's Conduit System to Private Companies. Please sign and return the original amendment as soon as possible. After it has been fully executed by the City of San Luis Obispo, I will mail you a copy. If you have any questions, please call me at (805) 781-7434. Sincerely, Traci Kawaguchi Accountant City of San Luis Obispo Enc: Amendment Digital West Networks, Inc. 3620 Sacramento Dr. #102 888.781.9378 TEL www.digitalwest.net San Luis Obispo, CA 93401 805.781.9379 FAX ®IGITALWEST Traci Kawaguchi Finance and Information Technology 990 Palm Street San Luis Obispo, CA 93401 Dear Traci Please find enclosed Amendment #2 signed by Tim. We are anxious to receive the fully executed copy for our bank so thank you in advance for your help with this. Thank you so much for getting this agreement to us. We appreciate all of your assistance. If you need anything else from Digital West, please contact me at (805) 781-9378 4nc Sandra Davis Chief Financial Officer RECEIVED BY CITY OF SLO FEB 0 9 16 FINANCE DEPARTMENT Colocation Hosting Connectivity Finance & Information Technology 990 Palm Street, San Luis Obispo, CA 93401-3249 805.781.7130 slocity.ory January 26, 2016 Digital West Networks, Inc. Attn: Tim Williams 3620 Sacramento Dr. #102 San Luis Obispo, CA 93401 Subject: Lease Portions of the City's Conduit System to Private Companies Enclosed is Amendment #2 to the agreement between The City of San Luis Obispo and Digital West Networks, Inc. to Lease Portions of the City's Conduit System to Private Companies. Please sign and return the original amendment as soon as possible. After it has been fully executed by the City of San Luis Obispo, I will mail you a copy. If you have any questions, please call me at (805) 781-7434. Sincerely, Traci Kawaguc i Accountant City of San Luis Obispo Enc: Amendment Attachment 1 11.a FIRST AMENDMENT TO AGREEMENT FOR INSTALLATION OF CONDUIT AND CONDUIT USE This First Amendment to Agreement for installation of Conduit and Conduit Use ("First Amendment") is made, entered and effective as of this day of , 2015 (the "Effective Date") by and between the City of San Luis Obispo, a municipal corporation and charter city ("City") and Digital West Networks, Inc,, a California corporation ("Digital West"). RECI'T'ALS WHEREAS, the City owns a conduit system located in certain portions of the City's right-of- way; WHEREAS, in April of 2011, City issued a Request for Proposals ("RFP") to lease portions of the City's conduit system to private communications companies. Digital West was the only company that responded to the City's RFP or otherwise showed any interest in leasing the City's conduit system; WHEREAS, on September 20, 2011, City and Digital West entered into that certain Agreement for installation of Conduit and Conduit Use ("Agreement") whereby City agreed to provide a nonexclusive license to a portion of the City's conduit system for use by Digital West in exchange for web hosting services and other related services (the "Prado Conduit Project"). A copy of the Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference; WHEREAS, by this First Amendment, City desires to allow Digital West to expand its fiber optic network within the City by granting Digital West with a nonexclusive license to additional portions of the City's conduit system subject to certain terms and conditions; and WHEREAS, for purposes of efficiency, the terms and conditions of this new project will be added to the Agreement pursuant to this First Amendment. AGREEMENT NOW THEREFORE, in consideration of their mutual promises, City and Digital West agree as foIIows: 1. Recitals. The recitals above are true and correct and are incorporated into the body of this Agreement by this reference. Capitalized Terms. All capitalized terms not defined herein shall have that same meaning as set forth in the Agreement. Term. Unless otherwise agreed in writing between City and Digital West, the tenn of this First Amendment shall run concurrent with the term of the Agreement as set forth in Section 19, and may be independently extended for two (2) additional five (5) year terns, Packet Pg. 75 Attachment 1 subject to the notification procedures set forth in Section 19.1 of the Agrcement and mutual agreement of the parties. 4. Scope ol'Agreement. Section 2 of the Agreement is hereby amended to add the following subsections regarding the new project: 2.4 Pursuant to this First Amendment, the scope of services is hereby amended to include the additional scope described below: 2.4.2 City hereby grants to Digital West a nonexclusive license to use additional portions of the City's Conduit System to install, operate and maintain Cable and Inucrducts at the locations depicted in Attachment 2 to this First Amendment attached hereto and incorporated herein by this reference (the "Conduit License"). City and Digital West each acknowledge and agree that the Conduit License entails approximately 22090 linear feet of Conduit. City and Digital West each acknowledge and agree that Sections 2.3. l .W 2.3.6 of the Agreement apply to Digital West's use of this portion of the City's Conduit Systean as provided in this First Amendment. 5. Fees and Compensation. Section 3 of the Agreement is hereby amended to add the following subsection. 3.1 In consideration of City granting to Digital West the Conduit License pursuant to this First Amendment, Digital West shall pay to City during the Initial Term, or any extension thereof or during any Successive Term, an annual Conduit license fee ("Conduit License Fee") in the amount of forty five cents ($0.45) per linear foot ($9,940 total) of Conduit licensed to Digital West under this First Amendment. The Conduit License Fee shall be paid on an annual basis with each payment due and payable on the beginning of each year, and prorated for partial years. The AT&T pricing guide was used to depict the industry standard. 3.1.1 The Conduit License Fee provided for in Section 3.1 above shall be subject to an adjustment every term anniversary following the Effective Date as follows: The base for computing the adjustment is the Consumer Price Index for All Urban Consumers — Los Angeles published by the United States Department of Labor, Bureau of Labor Statistics (the "Index"), which is published for the n-ionth nearest the commencement date for each annual term (the "Beginning Index"), If the Index published nearest the adjustment date (the "Extension Index") has increased over the Beginning Index, the basic annual rent until the next rent adjustment shall be set by multiplying the Conduit License Fee set forth in Section 3.1 above by a fraction, the numerator of which is (lie Extension Index and the denominator 2 Packet Pg. 76 Attachment I 11.a of which is the Beginning Index, In no case shall the basic annual rent be less than the basic annual rent set firth in Section 3.1 above. If the Index is discontinued or revised during the Lease term, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised. 6. Incorporation of Terms and Conditions of Agreement. All provisions in the Agreement shall apply to this First Amendment. Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect. To the extent there is a conflict between terms and conditions between the Agreement and this First Amendment, the term or condition of this First Amendment shall control. IN WITNESS WHEREOF, City and Digital West have caused this First Amendment to be executed the day and year first written above. CITY OF SAN LUIS OBISPO Jan H. Marx, Mayor Attest: Anthony Mejia, City Clerk APPROVED AS TO FORM: J. Christine Dictrick, City Attorney 3 DIGITAL WEST NETWORKS, INC. By: Tim Williams Its: CEO Packet Pg. 77 Attachment 1 11.a Exhibit "A" Location of Network Project Phase 1 — The sections of City conduit to be used by Digital West in Phase 1 are as follows: 1. Mill to Foothill — Entering at the City vault at Mill and Johnson, continuing on Johnson under Highway 101 to California St, to Foothill Rd and south to Ferrini Rd. 2. Hathway to Oak — Adjacent the 101 South exit at Montalban St and Hathway, extending along Montalban to Oak St. at Lemon St. 3. Chorro St. — The Chorro St. conduit between Walnut St. and Pacific St. 4. Madonna Rd —From Elks Rd under Highway 101, extending the length of El Mercado to Madonna Rd, south to Los Osos Valley Road and west to Diablo Dr. 2 Packet Pg.78 Exhibit `B" Attachment 1 11.a Packet Pg. 79 7i D 2 Attachment 1 11.a N Gl 3 ,T 0 N O Z o. G N E V C d E Q Packet Pg. 80 Phase � Attachment 2sLO Comm Phase 1 Laguna Lowe Parti �tic7� stag sin a Lake QYR IF°y n�� 4� 40NO000 f!� a' cn S Persssipte '- Slack St MCCa Prederfcks St r San LMS Obispo .ti . ILY Ile L yrs' gti a A ,tiaC�Rd yt arn� ;3,r 'P Sandercock St a Branch St Meadow Perk Mitchell 0t Lawrence Or t000� A ffM'' Margarfta Ave Prada Rd s` Co .r' "Hind Rd N Miles -:-\\I 0 0.25 0.5 1 Am w+ EW -. �� F, S Map created on 2/23/2015 p I C I TA L W Packet Pg. 81 Attachment 3 11.c a t & t EXHIBIT D / APPENDIX I Pacific. Bell ANNUAL TEES FOR POLE ATTACHMENTS AND CONDUIT OCCUPANCY Year Pole Attachment Rate 2010 $4.87 Year Conduit Decupancy Rate 2010 (Innerduct) $0.45/ft. All pole and conduit license fees are for a period of one year from January I through December 31, effective January 1, 2010 and billable semiannually in advance in January and July of each year. D-1 Reviscd 9107 (20 10 exhibit d - rates.doc) Packet Pg. 82 Attachment 4 11'd AGREEMENT FOR INSTALLATION OF CONDUIT AND CONDUIT USE THIS AGREEMENT ("Agreement") is made, entered into, and effective as of the 20'b day of September, 2011, by and between the City of San Luis Obispo (the "City") and Digital West Networks, Inc. ("Digital West"). BACKGROUND A. The City has existing conduit infrastructure that runs substantially throughout the City's corporate boundaries and is used for a City-wide fiber optic network, as well as street and. signal Iights. B. A portion of the conduit currently lacks fiber optic cable resulting in a gap in the fiber Optic loop desired by the City. The City desires to install fiber to close this gap. C. The City also desires the construction of additional conduit to connect certain portions of its City-wide fiber optic network in order to complete the desired fiber optic loop in the City. D. Digital' West provides commercial fiber optic services to portions of the City and seeks to expand its coverage within the City. E. The City and Digital West desire to create a working relationship which will enable mutually beneficial conduit occupancy within portions of the City and the County of San Luis Obispo. F. The City has agreed to grant to Digital West a nonexclusive license to certain specified conduit for the purpose of installing fiber optic cables for use by both the City and Digital West. Digital West has agreed to install City -owned fiber optic cable within the specified conduit for use by the City. G. The City has further agreed to grant to Digital West a nonexclusive license to a portion of the City's conduit system for use by Digital West. NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows: 1.0 DEFINITIONS For the purpose of this Agreement, the following terms when used herein shall have the following meanings: 1.1 "Cable" means the fiber optic cable, the fiber contained therein, and associated splicing connections and enclosures. 1.2 "Conduit" weans a structure, usually underground, which may contain, among other things, one or more lnnerducts, f Packet Pg. 83 i Attachment 4 11.d 1.3 "City Conduit System" means the conduits constructed by the City including any combination of Innerducts, Conduits, Manholes, hand holes, and vaults joined to form an integrated whole. 1.4 "Fiber" means filaments of dielectric material designed for the purpose of Eght- wave transmission. 1.5 "Innerduct" means a single enclosed raceway within a single Conduit within which the Cable will be placed. 1.6 "Manhole" means a subsurface enclosure which the City's qualified personnel may enter and use for the purpose of installing, operating and maintaining Cable in the Conduit System. 1.7 "Party" means either Digital West or the City, with the plural ("Parties") meaning both Digital West and the City. 1.8 "Strands" means individual fiber optic strands. 2.0 SCOPE OIC' AGREEMICNT 2.1 Subject to the provisions of this Agreement, City agrees to issue to Digital West a nonexclusive license authorizing the placement of Digital West's Cable in the City's Conduit System in locations specified in Exhibit A. Digital West will also provide access to additional Conduit and will install Fiber to complete a redundant loop of Fiber to the City's Corporation Yard on Prado Road. Digital West will further provide virtual hosted servers and support service to the computer room at Damon Garcia. This entire project shall be refeired to as the "Prada Conduit Project". Any future projects will be negotiated on a case-by-case basis. 2.1.1 The Prado Conduit Project will require Digital West to intercept the City's vacant Conduit on the West side of Broad Street at Damon Garcia Maintenance Road. Digital West will provide the City with access to approximately 120' of Digital West vacant Conduit to cross Broad Street. Digital West will intercept existing City Conduit on the west side of Broad Street and install a new Conduit between the Digital West hand hole and the former Caltrans conduit on the East side of Broad Street. Digital West will install, terminate, and test 12,000 feet of 168 Strand Fiber from the City's Corporation Yard on Prado Road and will splice the Fiber at the City hand hole at the South side of Level 3 on Sacramento Drive, Digital West will place the City owned 24 strand lateral cable from the existing City Man Hole shown on page 3 of 3 of Exhibit A to the computer room at Damon Garcia. Where possible, Digital West will install appropriately sized Innerducts to fit into the Conduit System to accomplish the Prado Conduit Project. Digital West will terminate and perform end-to-end testing on the completed Fiber segment to the City's satisfaction and will splice a point-to-point circuit between the City hand hole at the South side of Level 3 at Sacramento Drive and Digital West hand hole. All other assumptions and cost estimates are set forth in Exhibit A. 2.1.2 The City will issue required permits at no cost to Digital West for the Prado Conduit Project, which includes installation of Cable and construction to fill in gaps in the 2 Packet Pg. 84 Attachment 4 11.d City's Conduit System, The City will, at its expense, apply for and secure any other required permits from other agencies for the Prado Conduit Project, if any. 2.1.3 Digital West, or its contractors, shall be solely responsible for the design, installation, construction and testing of the Prado Conduit Project. Digital West shall be solely responsible for all costs and expenses associated with the Prado Conduit Project, except as stated in 2.1.2. Costs associated with correcting any preexisting conditions that prevent successful installation of fiber cable shall be shared equally between both parties. 2.1.4 All existing Conduit shall remain and all Conduit constructed pursuant to this Agreement shall become the property of the City. The City shall be responsible for the maintenance of the Conduit and compliance with all Underground Service Alert (USA) marking and notifications as part of its USA network. The City shall further be required to maintain GIS Conduit shape ides and maintain the City's Conduit database by noting the conduit(s) subject to the terms of this Agreement. 2.1.5 Digital West shall be responsible for performing, by themselves or with subcontractors reasonably acceptable to both Parties, maintenance and management of the Digital West Cable installed in the Conduit. The City shall W responsible for performing maintenance and management of the City Cable installed in the Conduit. 2.2 In addition to completion of the conduit installation as described above, Digital West has agreed to provide certain hosted services that will benefit the City, as described in Exhibit B. These services will be. reviewed by the City periodically, not less than every five years, and services of like value will be agreed upon as appropriate. 2.3 The City hereby grants to Digital West a nonexclusive license to use the City's Conduit System to install, operate and maintain Cable and required Innerducts as part of. the Prado Conduit Project as specified herein and in Exhibit A. 2.3.1 No use, however extended, of Conduit Systems or payment of any fees or charges required under this Agreement shall create or vest in Digital West any casements or any other ownership of property rights of any nature in the Conduit System. 2.3.2 Neither this Agreement, nor any license granted hereunder shall constitute an assignment of any of the City's rights to use the public or private property containing the Conduit System. 2.3.3 Nothing in this Agreement shall be construed as granting Digital West any right to occupy any specific part of the City's Conduit System or to compel the City to grant Digital West the right to occupy any specific part of the City's Conduit System except as specified herein. 2.3.4 The Parties agree that the City's right to locate and maintain its Conduit System and to operate its Conduit System in conjunction therewith in such a manner as will best enable the City to fulfill its own service requirements is in no manner lin-ited by this Agreement. Packet Pg. 85 Attachment 4 2.3.5 Nothing contained in this Agreement is intended by the Parties to require the City to construct, reconstruct, retain, extend, place or maintain any Conduit, Manhole or other facility for use by Digital West when such facility is not needed for the City's own service requirements. 23.6 The Parties intend that nothing contained in this Agreement should act as a limitation, restriction, or prohibition against the City with respect to any agreement or arrangement which the City has heretofore entered into, or may in the future enter into, with others not Parties to this Agreement regarding the Conduit System covered by this Agreement. If such an agreement with a third party makes rearrangements of Digital West's Cable necessary, Digital West agrees to cooperate in such rearrangement work. 3.0 FEES AND CHARGES In consideration of being permitted to occupy space in the City's Conduit System, Digital West shall provide the City with the services to complete the redundant City loop of Fiber as described herein and the hosted services set forth in Exhibit B. The hosted services shall be reviewed by the City periodically, not less than every five years, and services of like value shall be agreed upon as appropriate. Whenever Digital West is obligated by any terms of this Agreement to reimburse the City for costs, such costs will be determined by the City using the City's cost accounting systems used for recording capital and expense activities. 4.0 PRACTICES 4.1 All Cable installed in the Conduit System by Digital West shall be installed and maintained in accordance with the requirements and specifications of the then current editions of the National Electrical Code (NEC), the National Electrical Safety Code (NESC), and the California Electric Code (CEG), each of which are incorporated by reference in this Agreement, and the rules and regulations of the Occupational Safety and Health Act of 1970 (OSTIA) and in compliance with any lawful rules or orders now in effect or that may hereafter be issued by the City or any other authority having jurisdiction. 4.2 If Digital West's Cable extends from the City`s Conduit System to the system of another party, Digital West will comply with the same safety and engineering requirements and specifications as set forth in this Agreement in any such connecting section(s). 4,3 The location of Digital West's Cable in each Conduit will be subject to approval of the City. 4.4 Digital West and its employees, agents and contractors are prohibited from entering any portion of the City's Conduit System not specifically authorized under this Agreement. 4.5 Digital West shall be responsible for the maintenance of its Cable. If Digital West's Cable, or any part thereof, is not maintained in accordance with the requirements of this Agreement and Digital West has not corrected the violation within 60 days from receipt of written notice thereof from The City, the City .may at its own option correct said conditions and 4 1 Packet Pg. 86 1 1 Attachment 4 11.d bill Digital West for the cost of the work. The City will attempt to notify Digital West in writing prior to performing such work whenever practicable. 4.6 The City shall cooperate with Digital West in good faith to assist in maintenance of Digital West's Cable to the extent such maintenance requires access to the City's Conduit System. The City will attempt to notify Digital West in writing prior to performing work pursuant to Sections 4.5 or 4.6 whenever practicable. When the City reasonably believes, however, that conditions pose an immediate threat to the safety of the City's employees or the public, interfere with the performance of the City's service obligations, or pose an immediate threat to the physical integrity of the City's Conduit System, the City may perform such work and/or take such action at Digital West's expense that it deems necessary without first giving written notice to Digital West and the City shall be indemnified by Digital WeSt for such work in accordance with Article 13.4 of this Agreement. As soon as practicable thereafter, City will advise Digital West in writing of the work performed or the action taken and endeavor to arrange for re -accommodation of Digital West's Cable so affected. Digital West shall be responsible for paying the City for all costs incurred by the City in taking action under this subsection. 4.7 Digital West's Cable placed in the, City's Conduit System must meet all of the following physical design specifications: 4.7.1 All cables must be electrically non-conductive cable; provided, Digital West shall be entitled to install as part of its Cable a tracer cable to enable the location of such Cable; 4.7.2 New construction splices in Digital West's Cables shall be located in Manholes, pull boxes or handholds; and 4.7.3 The maximum permissible diameter of any cable of Digital West and the number of Digital West's Cables to be placed in any of City's Conduits shall be determined by City based on the size and shape of the Conduit or Innerduct as more fully set forth in Exhibit A. 4.8 If Digital West constructs a Conduit which is to be connected to any of the City's Manholes, such Conduit shall be sealed against the entry of gases or liquids at the opening to the Manhole, and if Digital West's Conduit enters a building it shall also be sealed where it enters the building. 4.9 The City may rearrange Digital West's Cable to accommodate the placing of the City's Cables in the Conduit System. The City shall be indemnified by Digital West for such work in accordance with Article 13.4. 4.10 The City's service restoration requirements shall take precedence over any and all work operations of Digital West in the City's Conduit System. 5.0 REGULATORY COMPLIANCE 5.1 Digital West shall be responsible for obtaining from the appropriate persons any Packet Pg. 87 Attachment 4 11.d required authorization to construct, operate and/or maintain its Cable on public and/or private property before it occupies any portion of a Conduit System located on such property. The City agrees to cooperate with Digital West at Digital West's request to obtain such authorizations. The City retains the right to require evidence that appropriate authorization has been obtained before any prelieense survey work is commenced by the City. Digital West's obligation under this Section includes, but is not limited to, its obligation to obtain all necessary approvals to occupy rights-of-way, and to pay all costs associated therewith, except as specified in Section 2 herein. 5.2 Cable installed by Digital West in the City's Conduit System must serve a lawful purpose, and the use of such Conduit System must comply with applicable regulatory rulings, local, state and federal law. 5.3 No license granted under. this Agreement shall extend to any portion of a Conduit System in which the placement of Digital West's Cable would result in a forfeiture of rights of the City to occupy the property on which such Conduit Systcm(s) are located. If the existence of Digital West's Cable in a Conduit System would cause such a forfeiture, Digital West understands that its Cable will be removed after receipt of written notification from the City. The City will perform such removal at Digital West's expense after the expiration of 60 days from the receipt of said written notification and the City shall be indemnified by Digital West for such work in accordance with Article 13.4 of this Agreement; and Digital West agrees to pay the City the cost thereof in accordance and for all losses and damages that may result. 6.0 ACCESS 6.1 The Parties and their subcontractor(s) as the case may be shall have access to the Conduit and fiber 24 -hours per day, 7 -days per week as necessary for the proper maintenance and/or restoration; provided, however, such access shall be coordinated with the other Party. Before beginning any non -emergency, scheduled maintenance, each Party or its subcontractor shall give the other. Parties at least 24 hours advance notice. Notwithstanding the foregoing, each Party shall have unlimited access (and without prior notice to the other Party) to its individually owned Access Points, vaulting, termination rooms, junction rooms and Manholes for purposes of ingress and egress to splices and terminations. 6.2 In the event of an emergency, unless otherwise agreed upon, the Party responsible for maintenance and repairs shall perform maintenance and/or restoration of the Conduit or Fiber and shall notify the other Party as soon as practicable. Each Party shall agree to mutually support each other during restoration activities and endeavor to restore each Party's "Lit" or "active" fibers in alternating groups, before performing any other maintenance required hereunder. 7.0 RELOCATION 7.1 Caused By Others. In the event that another entity requires the transfer, rearrangement or relocation of any portion of the Conduit, each Party shall pay its respective share of all reasonable costs of the transfer, rearrangement or relocation in accordance with the allocation set forth and assuming that both Parties are required to relocate. Unless otherwise 6 Packet Pg. 88 r i Attachment 4 II'd mutually agreed , relocation costs shall be shared based on the proportionate number of fiber Strands within the Cable(s), for example two cables will be calculated: Digital West: 288 Strands (63%) City: 168 Strands (37%) 7.2. Initiated by the Parties. Unless otherwise mutually agreed, in the event that both Parties are required to relocate for reasons initiated by one of the other Parties, then the initiating Party shall be responsible for and shall pay for or reimburse the other Party for its reasonable costs of relocation. In the event that both Parties jointly want to initiate a relocation project for their mutual benefit, they shall pay their respective share of costs as agreed upon at that time. 7.3. Relocation Plan. Regardless of the reason for the relocation, the Parties shall work cooperatively together in developing and implementing a relocation plan that best meets the needs of both Parties in ensuring minimal disruption to their operations. The Parties shall use their best efforts to identify an alternate location for the Cable. In the event the Parties are unable to agree on a mutually suitable alternate location for the Cable, then either Party may relinquish its rights to any of the benefits of this Agreement for that portion of the Cable subject to relocation. 8.0 REMOVAL OF CABLE At the expiration or other termination of this Agreement, the City shall have the right to require the removal of Digital West's Cable at Digital West's expense. If Digital West does not remove its Cable within 60 days following service of written notice by the City, the City may remove the Cable and the City shall be indemnified by Digital West for such work in accordance with Article 13.4 of this Agreement. 9.0 AUTOMATICTERMINATION OF LICENSE Any license issued pursuant to this Agreement shall automatically terminate when Digital West ceases to have authority to construct and operate its Cable on public or private property at the location of the particular Conduit covered by the license. 10.0 INSPECTION OF DIGITAL WEST'S CONDUITS YS'I'EM 10.1 The City reserves the right to make periodic inspections at any time of any part of Digital West's Cable occupying the City's Conduit System. 10.2 The City will give Digital West reasonable advance written notice of such inspections, except in those instances where safety considerations justify the need for such inspection without delay. 10.3 The making of periodic inspections or the failure to do so shall not operate to impose upon the City any liability of any kind whatsoever or relieve Digital West of any responsibility, obligations or liability whether assumed under this Agreement or otherwise 7 Packet Pg. 89 Attachment 4 existing. 11.0 UNAUTHORIZED OCCUPANCY OR ACCESS t 1.1 If any of Digital West's Cable are found occupying any portion of any of the City's Conduit System for which no City approval has been issued and remains in effect, then the City, without prejudice to its other rights or remedies under this Agreement, may give written notice to Digital West of such discovery, and if, within thirty (30) days of such notice, Digital West has not either caused the removal of such Cable as provided under this Agreement or obtained approval from the City for the placement and maintenance of such Cable, then the City may terminate this Agreement and remove Digital West's Cable at Digital West's expense, and the City shall be indemnified by Digital West for such work in accordance with Article 13.4 of this Agreement. 11.2 No act or failure to act by the City with regard to said unlicensed use shall be deemed as ratification of the unlicensed use and any license issued shall not constitute a waiver by the City of any of its rights or privileges under this Agreement or otherwise; provided, however, that :Digital West shall be subject to all liabilities, obligations and responsibilities of this Agreement in regards to said unauthorized use from its inception. 12.0 TAXES 12.1 As used in this Section 12, "Tax" or "Taxes" shall mean any and all taxes, fees, assessments, charges, levies, together with any penalties, fines, or interest thereon (hereinafter collectively referred to as "Taxes") imposed by any authority having the power to tax, including any city, county, state, or federal government or quasi -governmental agency or taxing authority. 12.2 Digital West shall be responsible for any and all sales, use, income, gross receipts or other Tax assessed on the basis of revenues received by Digital West pursuant to its use of the Conduit System and Digital West shall be solely responsible for any personal property Taxes relating in any way to the Digital West Cable located in the Conduit System. If applicable, Digital West shall reimburse the City for Digital West's proportionate share of Taxes attributable to the Digital West. Cable (determined as the fraction of the single Digital West Cable over the total number of Cables), if the City is assessed and pays any Tax; provided Digital West shall not be liable for payment of any penalties, fines or interest payable with respect to such Taxes paid by the City, except to the extent any penalty, fine or interest is payable as a result of any negligent action or omission of Digital West. The pasties shall cooperate to minimize adverse tax consequences and may mutually amend this Agreement to improve their respective company's tax positions. 13.0 LIABILITY AND DAMAGES 13.1 EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY TO THE OTHER PARTY Packet Pg. 90 Attachment 4 11.d OR ANY OTHER PERSON OR EN" IffY, WI1MMER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHAN`1'ABILI`rY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF ANY CABLES, FIBERS, CONDUIT OR ANY SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED. THIS SECTION SHALL NOT APPLY TO HOSTED SERVICES PORTION OF THIS AGREEMENT. 13.2 The City shall exercise reasonable precaution to avoid damaging Digital West Cable and shall make an immediate report to the Digital West of the occurrence of any such damage caused by its employees, agents or contractors. The City agrees to reimburse the Digital West for all reasonable costs incurred by Digital West for the physical repair of such Cable damaged by the negligence of the City, however, the City shall not be liable to Digital West for any interruption of Digital West's service or for interference with the operation of Digital West's Cable, or for any other special, indirect, or consequential damages arising in any manner whatsoever out of the use of Conduit System or the City's actions or omissions in regards thereto and Digital West shall indemnify and hold harmless the City, its employees, agents and contractors from and against any and all claims, demands causes of action, costs, and attorneys' fees of whatever kind resulting therefrom. 13.3 Digital West shall exercise reasonable precaution to avoid damaging the City Cable and shall make an immediate report to the City of the occurrence of any such damage caused by its employees, agents or contractors. Digital West agrees to reimburse the City for all reasonable costs incurred by the City for the physical repair of such Cable damaged by the negligence of Digital West, however, Digital West shall not be liable to the City for any interruption of the City's service or for interference with the operation of the City's Cable, or for any other special, indirect, or consequential damages arising in any manner whatsoever out of the use of Conduit System or Digital West's actions or omissions in regards thereto and the City shall indemnify and hold harmless Digital West, its employees, agents and contractors from and against any and all claims, demands causes of action, costs, and attorneys' fees of whatever kind resulting therefrom. 13.4 Digital West shall indemnify, protect and hold harmless the City from any and all claims, demands, causes of action and costs, including reasonable attorneys' fees, which arise directly or indirectly from the construction and operation of Digital West's Cable, including but not limited to, taxes, special charges by others, claims and demands for damages or loss from intellectual property infringement, for libel and slander, for trespass, for unauthorized use of television or radio broadcast programs and other program material and from and against all claims, demands and costs including attorneys' fees for infringement of patents with respect to the manufacture, use and operation of Digital West's Cable in combination with the Conduit System or otherwise. 13.5 Digital West shall indemnify, defend, and hold harmless the City from any and all claims, demands, causes of action and costs, including reasonable attorneys' fees, which arise directly or indirectly from any work performed by the City that may be necessitated by the installation, maintenance, presence, use or removal of Digital West's Cable. 9 Packet Pg. 91 Attachment 4 I'd 1.4.0 INSURANCE 14.1 Without limiting any obligations or liabilities of Digital West under this Agreement, Digital West shall provide and maintain for the term of this Agreement, at its own expense, without reimbursement, insurance coverage in foams and amounts prescribed by the City in Exhibit C. 14.2 Digital West's insurance policies shall include the City as an additional insured. Digital West hereby waives all tights of recourse, including any right to which another may be subrogated, against the City for personal injury, including death, and property damage. Digital West's policies of insurance required by subparagraphs 14.1. through 14.3 shall be primary insurance and non-contributing with any other insurance maintained by the City. Alt policies are to provide the City with 30 days' prior written notice of cancellation or any material adverse change in conditions. Digital West shall provide the City with Certificates of Insurance issued to the City and additional insured endorsements evidencing coverage currently in effect upon execution of and for the duration of this Agreement. 14.3 Digital West shall be fully responsible for any deductible or self-insured retention amounts contained in its insurance program or for any deficiencies in the amounts of insurance maintained. 15.0 AUTHORIZATION NOT EXCLUSIVE The City shall have the right to grant, renew and extend rights and privileges to others not parties to this Agreement, by contract or otherwise, to use the Conduit System covered by this Agreement. 16.0 ASSIGNMENTS ON RIGHTS 16.1 The City shall have the right to assign or transfer this Agreement at its sole discretion. 16.2 Except to Digital West's Affiliates, Digital West shall not assign or transfer this Agreement, any license issued pursuant to this Agreement or any authorization granted by this Agreement, and this Agreement shall not inure to the benefit of Digital West's successors or assigns, without the prior written consent of the City which consent shall not be unreasonably withheld. No assignment will be granted (or reasonably withheld) without 60 days' prior written notice furnished by Digital West to the City. 16.3 In the event such consent or consents are granted by the City, then the provisions of this Agreement shall apply to the assignee and Digital West agrees to bind such successor and provide proof of the successor's assumption of the obligations of this Agreement. 16.4 Digital West shall not sub -license to a third party the City's Conduit System, provided this Section shall not affect Digital West's right to use or offer capacity of Digital 10 Packet Pg. 92 Attachment 4 11.d West's Cable, nor its ability to grant rights of use to individual fibers in Digital West's Cable. Such action shall constitute a material breach of this Agreement. 17.0 FAILURE TO ENFORCE Failure of the City or Digital West to take action to enforce compliance with any of the terms of conditions of this Agreement or to give notice or declare this Agreement or any authorisation granted hereunder terminated shall not constitute a waiver or relinquishment of any term or condition of this Agreement, but the same shall be and remain at all times in full force and effect. 18.0 TERMINATION OF AGREEMENT 18.1 This Agreement shall automatically cease and terminate whenever there is filed either by Digital West or against Digital West in any court pursuant to any statute, either of the United States or any state, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or a trustee of all or substantially all of Digital West's property, or whenever Digital West makes a general assignment for the benefit of creditors; provided, however, the City shall have the discretion to allow Digital West a reasonable period of time within which to settle, compromise, resolve or cure the circumstances leading to such termination. 18.2 Notwithstanding anything contained in Article 11.0, City shall have the right to terminate this entire Agreement or any license issued hereunder whenever Digital West is in default of any term of this Agreement, including but not limited to the following conditions; 18.2.1 If Digital West's Cable is used or maintained in violation of law or in aid of any unlawful act or undertaking; or 18.2.2 If any authorization which is required of Digital West by any governmental or private authority for the construction, operation and maintenance of Digital West's Cable is denied or revoked; or 18.2.3 if the insurance carrier shall at any time notify the City or Digital West that the policy or policies of insurance, required under Article 14.0 hereof, will be canceled or changed and if a new policy meeting the requirements of Article 14.0 has not been provided, this Agreement shall terminate upon the effective date of such cancellation or change, unless the City elects to take such action necessary to keep the policy in effect; or 18.2.4 If any occurrence such as act of war, government action, Force Majeurc or act of God causes either party, without fault or negligence, to be unable to meet any or all provisions of this Agreement. 18.3 The City will promptly notify Digital West in writing of any condition(s) arising under Article 18.2 above. Digital West agrees to take immediate corrective action to eliminate any such condition(s) and shall confirm in writing to the City within 30 days following receipt of such written notice that the cited condition(s) has(have) ceased or been corrected. If Digital West Packet Pg. 93 Attachment 4 11.d fails to discontinue or correct such condition(s) and/or fails to give the required confirmation within a reasonable period of time, dispute resolution shall be pursued. If resolution of the dispute is pursued without success, either party may immediately terminate this Agreement. In the event of termination of this Agreement or any of Digital West's rights, privileges or authorizations hereunder, the City may remove Digital West's Cable within six (6) months of written notice of its intention to do the same, provided, however, that Digital West shall be liable for and pay all fees and charges pursuant to terms of this Agreement to the City until Digital West's Cable are actually removed from the City's Conduit System, and Digital West shall indemnify the City for such work in accordance with Article 13.4. 19.0 TERM OF AGREENIENT 19.1 This Agreement shall continue in effect for a term of five (5) years ("Initial Term"). Subject to applicable laws and regulations, either Party may terminate this Agreement at the end of the Initial Term by giving to the other Party written notice of an intention to terminate the Agreement at least six (6) months prior to the end of the Initial Term, Alternatively, this Agreement may be extended for up to six additional five (5) year terms upon the request and mutual agreement of the Parties. At least 6 months prior to any extension of this Agreement, the Parties shall review the terms and conditions of the Agreement and identify in writing any modifications that either party may propose. The Parties will confer over any proposed changes and attempt in good faith to reach agreement on any modifications. Any modifications must be approved by the City Council. Upon failure to give notice of termination or of request for extension, this Agreement shall automatically continue in force upon the same terms and conditions on a yearly basis ("Successive Term") subject to the same notice and termination procedure as the Initial Term. 19.2 Even after the tennination of this Agreement, Digital West's responsibility and indemnity obligations shall continue with respect to any claims or demands arising from Digital West's occupation of the City's Conduit System or otherwise arising by Digital West's actions during the term of this Agreement. 20.0 AMENDING AGREEMENT; CHANGES IN LAW 20.1 Notwithstanding other provisions of this Agreement, the terns and condition of this Agreement shall not be amended, changed or altered except in writing and with approval by authorised representatives of both Parties. 20.2 If any legislative, regulatory, judicial or other governmental decision, order, determination or action, or any change in applicable law, materially affects any material provision of this Agreement, the rights or obligations of a Party hereunder, or the ability of a Party to perform any material provision of this Agreement, at Digital West's request, the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to applicable law. 21.0 NOTICES 12 Packet Pg. 94 Attachment 4 t�'d 21.1 Unless otherwise provided herein, all notices and communications conceiving this Agreement shall be in writing and addressed as follows: If to the City: City Manager City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 If to Digital West: 3620 Sacramento Dr, Suite 102 San Luis Obispo, CA 93401 Attn: Bob Fasulkey, Vice President of Engineering Email: metrofiber@digitalwest.net 21.2 Unless otherwise provided herein, notices shall be sent by certified U.S, Mail, return receipt requested, or by commercial overnight delivery service which provides acknowledgement of delivery. Such notices shall be deemed delivered: if sent by U.S. Mail, ten (10) calendar days after deposit, or if sent by commercial overnight delivery service, upon verification of receipt. 22.0 ENTIRE AGREEMENT This Agreement supersedes all previous agreements, whether written or oral, between the City and Digital West for placement and maintenance of Digital West's Cable in Conduit Systems within the geographical area covered by this Agreement; and there are no other provisions, terms or conditions to this Agreement except as expressed herein. 23.0 SEVERABILITY No provision of this Agreement shall be interpreted to require any unlawful action by either Party. If any Section of this Agreement is held to be invalid or unenforceable, then the meaning of that Section shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save the Section, it shall be severed from this Agreement with respect to the matter in question, and the remainder of the Agreement shall remain in full force and effect. However, in the event such a Section is an essential element of the Agreement, the parties shall promptly negotiate a replacement Section that will achieve the intent of such unenforceable Section to the extent permitted by law. 24.0 GOVERNING LAW 13 Packet Pg. 95 Attachment 4 11.d The validity, performance and all matters relating to the effect of this Agreement and any amendment hereto shall be governed by the laws of the State of California. Any action brought to enforce this Agreement or in connection with this Agreement shall be brought in a court of competent jurisdiction in San Luis Obispo County, California. 25.0 FORCE MAJEURE Neither Party shall be in default under this Agreement if any failure or delay in performance is caused by strike or other labor dispute; accidents; acts of God; fire; flood; earthquake; lightning; unusually severe weather; material or facility shortages or unavailability not resulting from such Party's failure to timely place orders therefor; legal inability to access property; condemnation or the exercise of rights of eminent domain; war or civil disorder; or any other cause beyond the reasonable control of either Party hereto. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. Notification shall be given by the excused Party to the other Party, of the cause and of the estimated duration, when possible. 26.0 INDEPENDENT CONTRACTOR The performance by the City and/or Digital West of all duties and obligations under this Agreement shall be as independent contractors and not as agents of the other Party, and no persons employed or utilized by a performing Party shall be considered the employees or agents of the other. Neither Party shall have the authority to enter into any agreement purporting to bind the other without its specific written authorization. The Parties agree that this Agreement does not create a partnership between, or a joint venture of the City and Digital West. 27.0 MISCELLANEOUS 27.1 The headings of the Articles in this Agreement are strictly for convenience and shall not in any way be construed as amplifying or limiting any of the terms, provisions or conditions of this Agreement. 27.2 1n construction of this Agreement, words used in the singular shall include the plural and the plural the singular., and "or" is used in the inclusive sense, in all cases where such meanings would be appropriate. 27.3 This Agreement may be amended only by a written instniment executed by both Parties to this Agreement. 27.4 No failure to exercise and no delay in exercising, on the part of either Party hereto, any right, power or privilege hereunder shall operate as a waiver hereof, except as expressly provided herein. Any waiver by either Party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shalt not be construed to be a modification of the terms of this Agreement unless and until agreed to in 14 Packet Pg. 96 Attachment 4 11.d writing by both Parties. 27.5 In the event of a conflict or difference between the provisions of this Agreement and any Exhibit, this Agreement shall prevail. 28.0 COUNTERPARTS This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate on the day and year first written above. City of San Luis Obispo: Marx, Mayor ATTEST: Elaina Cano, t7lcy Clerk APPROVED AS TO 1i M: CJ�.Christine Dietrick, City Attorney 15 Digital West Ne rks: by. 1 Title: GC p Packet Pg. 97 86 '6d 18438d isamiVilgia V llq!4x3 Ja EC vi a ro w � O u a � � o s © m 4- v o u N x v oC v 41 c N N S � 4) oLA d o a o -q C 41 f�G .i i •t+ f�0 O a a c o a ro ccu o �o o *+ m E E C U +�+ 7 4T C y '> o N w a C (1 c_ -D m a m 0 Ln G y my� u A aa+ 7n Qjlv'4 3 r' S Q 41x 2 M Q N r m 3 N o v °� +� m ro ++ o m w a m @ ta Fr my o "ro nn c = o c Zd p G o +' 'b ? E E.. ro awl -� 'C{ y O o N °r ro � ab°i -+ a ao -0 s CL cucos c, m- L g 0 y w L lD (i •(� 01 a 2 :Gp ,�. a E 5 v C y a v -au �+ O >> r.2 �,p7� � ro b c ro ° s? O o 4- c 3[ ,$ _o m a y CNy o .� 11 m a LAa �i a Op C 7 '- u C +_�+ V N O r- N a pp o tp v1O-I VA L s 13 .a. a M �_ ` K/► pG S r of a L+- c_ ° a tj = ro ro E +0o a'$ v zg m ro C:) ro 3 v v C e •o c N o `�' -a r' ro 7 C 4- Gcx W a 7 .O \ V yyu� iA V cti V Q `C1 . 61 y ct N F+ a N 1Q� �= O 10 U a N a Qj c -Q (O py .5 a 3 r,' ',3 C-6 m m E N Y 3 �vt'iro'i o •'�' ono���cEE�� Lo �O >, d G r O �'' ? IO ='o E E o N L L aCL•"a c �7 Ya �10.1a N5a V vc1vf �4 fl rt1 -4 V1 td r� cd to u�y�0���Q¢ Q ra (3 M 4 u1 ld n Ota c 1 p�p�� r9 0 7 .0 V llq!4x3 1 66 -6d �IOMOed I IS3PAIVIIDICI UOP�:03 pftv opoild il � "'now 41nos E 10 Z aged V llql4x3 E6 8 OIL oj vi OIL 004' dle )I*B d ' \0 Q= bc: ..- [\\ / L A m 27 2 1 - Q CL % ® _ �o�ep�i § � \ k O J ° -- -- § LID o R = o � x � E}0 E aged vql 4■3 \ k I K \ �- . \ E Q = S c � t u ui - \m A� S E § Q � � , r■ - 7 . Exhibit B Hosted Services Q,,;A DIGITALWEST Digital West Networks, Inc. Quote of Services Customer: City of SLO Date: 9/9/11 Term: S -year quote#: 090911-SLOQ-TW Qty Description Monthly Setup 1 Virtual Hosted Server, Gold Level $150.OD $75.00 1 Virtual Hosted Server, Platinum Level $225.00 $115.00 1 250 GB Additional LUN Storage $50.00 $0.00 1 5 T8 Archival Storage - SLO $750.00 $O.eO 1 FastE Metro Fiber IP Transit Failover Connection $1,800.00 $1,500.00 1 GIBE Metro Fiber Private Pipe to DW Data Storage $3,000.00 $500.40 1 Server/System/Network Monitoring Included 1 IP's supplied as needed included $5,975.00 $2,190.00 Additional Terms: • Virtual Hosted Servers are supported with the Digital West Cloud Infrastructure, fully redundant and secure. • DWNi will provide redundant power, HVAC, bandwidth and security, 24/7/365. • Gold Level VHS includes 1x 2.66 GHz vCPU, 60 Gig Storage, 1 Gig RAM • Platinum Level VHS Includes 2x 2.66 GHz vCPU, 80 Gig Storage, 2 Gig RAM • LUN Storage via ISCSI connection and is fully redundant across 2 local SANS and one out-of-reglon SAN • Archival Storage provided on RAID reliable SAN with Near -line SAS drives, up to 5TB of monthly transfer. Additional storage can be added at $.15/GB per month. DW -Metro Fiber FastEthernet provides a full 100Mbps IP transit connection to Digital West's intemet Backbone. This circuit will be setup with BGP for failover scenarios when the City's main IP Transit line Is unavailable. • DW Point to point Gigli Metro Fiber pipe will connect your network directly to the Digital West Data Storage for a clean 1Gbps connection to your off-site data. • included with the VHS and Metro Fiber is the DWNI System/Network/Security Monitoring. • All monthly and setup charges listed within this Quote will be offset under -the terms and conditions of the MOU between Digital West and the Clty of SLO. _ 1st Month Setup Total VALUE OF SERVICES: $5,975.00 $2,190.00 $8,165.00 Quote was created by Tim Williams and Is valid for 30 days from the date above Digital West 805.781.9378 www.digitalwest.net Initial: Packet Pg. 101 Attachment 4 11.d Exhibit C Page 1 of 3 Insurance Requirements 1.5 e e ab'lit uu 0 1 isb' s a c : The Contractor shall maintain in full force and effect for the duration of this contract, bodily and personal injury, (including death resulting therefrom), property damage, and automobile liability insurance with an insurance carrier satisfactory to City. This insurance small include, but not be, limited to, protection against claims arising from bodily and personal umury, including death resulting therefrom, and damage to property, resulting ftm any act or occun=ce'arlsing out of Contractor's operations in the performance of this contract, ineluding, without limitation, acts involving vehicles, A. in -S a ynsmag Coverage shall beat least as broad as: 40 hunrance Services Offic-e Commercial Gew�mf Liability. coverage (occurrence form M 2 10 prior to 19-91 or QU 20 1 07 04 ydth QQ 20 37 10 01 or the e px ct - ujv_genaa dete_rrnined * Insurance Services Office fonu number CA 0001 (ed. 1/87) covering Automobile Liability, coda I (any auto). B, M 1rnum r imi4 of Insuraily e Contractor shall maintain limits no less titan: • General Liability: $1,000,000 Per occurrence for bodily injury, personal injury and property damage. If Commercial Gerwral Liability or other form with a general aggregate Limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggrDgato limit shall be twice the rewired occurrence limit. + Automobile Liability: $1,000,000 per accident for bodily injury and property damage. The Contractor shall either: (1) require each of his subcontractors to procure and to maintain during• the life of his subcontrabt bodily and personal iWury liability and property damage insurance of the type and in die same amounts as specified above, of (2) insure the activities of his subcontractors in his own policy. 1.6 E arse !M1 LZggiairenzents: The following endorsements must be submitted with certificates of insurance. A. If the insurance policy covers on an "accident" basis, it must be changed to "occurrence". B. The policy must cover PERSONAi`. INJURY as well as bodily injury,. C. BROAD FORM Property Damage Liability must be affordod. D. City mast be named as an additional ir3sured under the coverage afforded with respect to the work being performed under the contract. City's officials, officers, directors and employees and agents or volunteers shall also be included as additional insured, E. An endorsement shall be attached which states that the coverage is PRIMARY INSURANCE and that no other fimnnca maintained by City shall be called upon insurance Requirements Page 1 Packet Pg.102 Attachment 4 Exhibit- C Page 2 of 3 Policy Numbee, COMMERCIAL GENERAL LIABlIffY THIS ENDORSMENT CHANGES TnErrOLICY. PLEASE RE Ab IT CARFF[7LLY. A DDITIONAI, INSURED -OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENIAL LIABILI'T'Y Name of Person or Organization: SCHEDULE (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applioable to this endorsement.) WHO IS AN 1NSURM (Section 11) is amended to include as an iuzsured the person or org$tsizatiOn sizawn lir the Sdedule, but only with respect to liability arising out of "your work" for that insured by or for you_ Coverage provided by this policy, to the Additional Insured($) shown in the Schedule shall be primary Insur,4nee and any other ihsUrance maintained by the Additional Instned(s) shall be excess and non -con ributory, but wily if required of the Named Insured and by written contract. CG 20 10 11 85 Copyright Insurance Services Office, Inc. 1984 insurance Requirements Page 2 Cad irate # 2032 W Packet Pg. 103 Attachment 4 Exhibit C Page 3 of 3 Policy Number. COMMERCIAL GENERAL LIABILITY TWS ENDORSMENT CIIANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY Name of Person or Organization: SCIMPULb; (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorscinent.) W140 IS AN INSURED (Section )X) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. Coverage provided by this policy to the Additional Insureds) shown in the Schedule shall be prlroary Insurance and any otltcr insurance maintained by the Additional. Insured(s) shall be excess and non-contributory, but only ifrequtred of the Named Insured and by wrftten contract. CG 20 10 11 $S Copyright insurance Services Office, Inc. 1984 Insurance Requirements Page 3 Certificate # 2032 Packet Pg. 104 11.e �Digital West Networks, Inc. 3620 5acramento Dr, #102 888381.9378 ��DIGITALwww,digitalwest.net San Luis Obispo, CA 93401 805.781.9379 City of San Luis Obispo — Digital West — Network Infrastructure Proposal — Phases 2 & 3 Objectives * Connect City of San Luis Obispo buildings to the Digital West Metro Fiber Network. ■ Add redundancy to existing City of San Luis Obispo buildings. • Connect gaps in the City of San Luis Obispo's existing fiber network. • Expand Digital West's use of existing city communications conduit. Proposed Construction by Digital West for the City of San Luis Obispo • Place 1200' of aerial fiber along Walnut St. from Chorro St, to 1042 Walnut St. • Place 1900' of aerial fiber from Toro St. at the Montereypalm Alley north to Walnut St. then west to 1106 Walnut St. • Place 4350' of underground conduit and fiber along the south side of Los Osos Valley Rd from Foothill Rd. to just west of Diablo Dr. • Place 4600' of aerial fiber from the corner of Johnson St. & Bishop St. south to the corner of Johnson St. & Laurel Ln. Requested Air Space Share in City Communications Conduit From the corner of South St. & Beebee St. south along Beebee St. then west on Bridge then south along Higuera to Elks Ln. at the EI Mercado Ln. crossing. Utilize 4790' of City conduit. • From the corner of South St. & S. Higuera St, north on Higuera to the corner of Marsh St & Broad St. Utilize 2590' of City conduit. + From Chorro St. at Hwy 101 south along Chorro to Santa Barbara St. then south to the corner of Santa Barbara St. and Broad St. Utilize 6200' of City conduit. • From Johnson St. at Hwy 101 south along Johnson St. to the corner of Johnson St. and Marsh St. Utilize 2825' of City conduit. Connectivity Colocalion Cloud Services Packet Pg. 105 DIGITALWEST ---------------- .. ........ . 11e Digital West Networks. Inc. 3620 Sacramento Dr. #102 888.781.9378 w U www.digitalwest.net San Luis Obispo, CA 93401 805.781.9379 *' u' • The greater downtown area as shown on the highlighted map. Utilize 7080' of City conduit. • Chorro St. from Foothill Rd. to Palm St. Utilize 4800' of City conduit. • From the corner of Johnson St. & Marsh St. south on Johnson St. to the corner of Johnson St. & Bishop St. Utilize 2685' of City conduit. • From the corner of Johnson St. & Laurel Ln. south on Laurel Ln. to Orcutt Rd. then west to Sacramento Dr. then south to the vault at Sacramento Dr. & Capitolo Rd. Utilize 6770' of City conduit. • From the corner of Southwood Ln. & Laurel Ln. west to Sinsheimer Park. Utilize 1145' of City conduit. v 9 Conneclivity Colocatian : Cloud Services Packet Pg. 106 § RM' MON � i � \�\ � el r - G } [2 EG "d) «rao 9VIL Agreements/Contracts 70406 Digital West Digital West Networks, Inc I � i FIRST AMENDMENT TO AGREEMENT FOR INSTALLATION OF CONDUIT AND CONDUIT USE This First Amendment to Agreement for Installation of Conduit and Conduit Use ("First Amendment") is made, entered and effective as of this is day of Ap.;1 12015 (the "Effective Date") by and between the City of San Luis Obispo, a municipal corporation and charter city ("City") and Digital West Networks, Inc., a California corporation ("Digital West"). RECITALS WHEREAS, the City owns a conduit system located in certain portions of the City's right-of- way; WHEREAS, in April of 2011, City issued a Request for Proposals ("RFP") to lease portions of the City's conduit system to private communications companies. Digital West was the only company that responded to the City's RFP or otherwise showed any interest in leasing the City's conduit system; WHEREAS, on September 20, 2011, City and Digital West entered into that certain Agreement for Installation of Conduit and Conduit Use ("Agreement") whereby City agreed to provide a nonexclusive license to a portion of the City's conduit system for use by Digital West in exchange for web hosting services and other related services (the "Prado Conduit Project"). A copy of the Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference; WHEREAS, by this First Amendment, City desires to allow Digital West to expand its fiber optic network within the City by granting Digital West with a nonexclusive license to additional portions of the City's conduit system subject to certain terms and conditions; and WHEREAS, for purposes of efficiency, the terms and conditions of this new project will be added to the Agreement pursuant to this First Amendment. AGREEMENT NOW THEREFORE, in consideration of their mutual promises, City and Digital West agree as follows: 1. Recitals. The recitals above are true and correct and are incorporated into the body of this Agreement by this reference. 2. Capitalized Terms. All capitalized terms not defined herein shall have that same meaning as set forth in the Agreement. 3. Term. Unless otherwise agreed in writing between City and Digital West, the terns of this First Amendment shall run concurrent with the term of the Agreement as set forth in Section 19, and may be independently extended for two (2) additional five (5) year terms, 0 0 subject to the notification procedures set forth in Section 19.1 of the Agreement and mutual agreement of the parties. 4. Scope of Agreement. Section 2 of the Agreement is hereby amended to add the following subsections regarding the new project: 2.4 Pursuant to this First Amendment, the scope of services is hereby amended to include the additional scope described below: 2.4.2 City hereby grants to Digital West a nonexclusive license to use additional portions of the City's Conduit System to install, operate and maintain Cable and Innerducts at the locations depicted in Attachment 2 to this First Amendment attached hereto and incorporated herein by this reference (the "Conduit License"). City and Digital West each acknowledge and agree that the Conduit License entails approximately 22090 linear feet of Conduit. City and Digital West each acknowledge and agree that Sections 2.3.1 — 2.3.6 of the Agreement apply to Digital West's use of this portion of the City's Conduit System as provided in this First Amendment. 5. Fees and Compensation. Section 3 of the Agreement is hereby amended to add the following subsection. 3.1 In consideration of City granting to Digital West the Conduit License pursuant to this First Amendment, Digital West shall pay to City during the Initial Term, or any extension thereof or during any Successive Term, an annual Conduit license fee ("Conduit License Fee") in the amount of forty five cents ($0.45) per linear foot ($9,940 total) of Conduit licensed to Digital West under this First Amendment. The Conduit License Fee shall be paid on an annual basis with each payment due and payable on the beginning of each year, and prorated for partial years. The AT&T pricing guide was used to depict the industry standard. 3.1.1 The Conduit License Fee provided for in Section 3.1 above shall be subject to an adjustment every tern anniversary following the Effective Date as follows: The base for computing the adjustment is the Consumer Price Index for All Urban Consumers — Los Angeles published by the United States Department of Labor, Bureau of Labor Statistics (the "Index"), which is published for the month nearest the commencement date for each annual term (the "Beginning Index"). If the Index published nearest the adjustment date (the "Extension Index") has increased over the Beginning Index, the basic annual rent until the next rent, adjustment shall be set by multiplying the Conduit License Fee set forth in Section 3.1 above by a fraction, the numerator of which is the Extension Index and the denominator 2 of which is the Beginning Index. In no case shall the basic annual rent be less than the basic annual rent set forth in Section 3.1 above. If the Index is discontinued or revised during the Lease term, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised. 6. Incorporation of Terms and Conditions of Agreement. All provisions in the Agreement shall apply to this First Amendment. Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect. To the extent there is a conflict between terms and conditions between the Agreement and this First Amendment, the term or condition of this First Amendment shall control. IN WITNESS WHEREOF, City and Digital West have caused this First Amendment to be executed the day and year first written above. CITY OF SAN LUIS OBISPO DIGITAL WEST NETWORKS, INC. L i6eParx, Mayor APPROVED AS TO stine Dietrick, City Attorney 3 By: 7: Tim Williams Its: CEO 0 Exhibit "A" Location of Network Project Phase 1— The sections of City conduit to be used by Digital West in Phase 1 are as follows: 1. Mill to Foothill — Entering at the City vault at Mill and Johnson, continuing on Johnson under Highway 101 to California St, to Foothill Rd and south to Ferrini Rd. 2. Hathway to Oak — Adjacent the 101 South exit at Montalban St and Hathway, extending along Montalban to Oak St. at Lemon St. 3. Chorro St. — The Chorro St. conduit between Walnut St. and Pacific St. 4. Madonna Rd — From Elks Rd under Highway 101, extending the length of El Mercado to Madonna Rd, south to Los Osos Valley Road and west to Diablo Dr. 4 N Exhibit "B" a ru Postage $ Certified Fee Retum Receipt Fee Postmark (End orsemertt Required) Here Restricted Delivery Fee (EndcrseMoM Requlred) 'I Digital West Networks, Inc. Attn: Tim Williams � 3620 Sacramento Dr #102 _ orPOBox, San Luis Obispo, CA 93401 city Smim; _ ;ertitied Mail Provides: I A mailing receipt I A unique identifier for your mailpiece I A record of delivery kept by the Postal Service for two years gwront Reminder: Certified Mail may ONLY be combined. with First -Class Mail® or Priority Mail®. i Certified Mail is not available for any class of international mail. s valuables please considers inssurred GE or RegiVtDereedd Mall Certified Mail. For e For an additional tee, a Return Realpt ma be requested to provide proof of delivery. To obtain Return Receipt service, please complete and attach a Return Receipt (PS Forrn 3811) to the article and add applicable postage to cover the fee. Endorsemailpiece,`Retum Receipt Requested'. To receive a fee waiver for a duplicate velum receipt, a USPS® postmark on your Certified Mari receipt Is requred. ■ For an additional fee, delivery may be restricted to the addressee or addressee's authorized a99ant. Advise the clerk or mark the maill) with the endorsement 'Restricted Deliver)r. ■ If a post mark on the Certified Mail receipt is desired, please present the arti- an the Certified Mail rreceipt is nowt needed, detaoffice for ch d affix label wit postage and mail. IMPORTANT: Save this receipt and present it when making an inquiry. PS Form 3800, August 2006 (Reverse) PSN 753602.000.9047 UNITED STATES POSTAL SERVICE First -Class Mail Posta &Fees Paid Permit No. G-10 • Sender: Please print your name, address, and ZIP+4® in this box* ;;TeTSfM LMS OBISPO mance Department 990 Palm Street ;an Luis Obispo, CA 93401 ARM'. t4L U ICAwA(Zt1LHj Jill '111111111uIlliI1J1Jill IphIIIIIIIIII IIIII'1I'i'11110,111 IIIc Complete items 1, 2,- and 3. Also complete Rem 4 if Restricted Delivery is desired. ■ Print your name and address on the reverse so that we can return the card to you. ■ Attach this card to the back of the mailpiece, or on the front if space permits. Article Addressed to: Digital West Networks, Inc. Attn: Tim Williams 3620 Sacramento Dr #102 San Luis Obispo, CA 93401 2. Article Number (Transfer from service label) DS Form 3811. July 2013 A. Signature X ❑ Anent ❑ essee B. Received by (Printed Name) C. D e or elivery ski 4-7C OX -P D. Is delivery address different from Rem 1? ❑ Yes a(✓ If YES, enter delivery address below: ❑ No 3. Service Type 191-Certifled Meilen ❑ Priority Mail Express" ❑ Registered M Return Receipt for Merchandise ❑ Insured Mail ❑ Collect on Delivery 4. Restricted Delivery? (Extra Fee) ❑ Yes 7008 3230 0001 1529 2414 Domestic Return Receipt N • San Luis Obispo City Council Agenda of March 31, 2015 Page 6 C5. AMENDMENT NO. 1 TO THE CITY/CAL POLY FIBER OPTIC PARTNERSHIP MEMORANDUM OF UNDERSTANDING (STILWELL/SCHMIDT) MOTION BY COUNCIL MEMBER CHRISTIANSON, SECOND BY VICE MAYOR ASHBAUGH, CARRIED 5-0, to authorize the Mayor to approve Amendment No. 1 to the City/Cal Poly Fiber Optic Partnership Memorandum of Understanding to increase the number of fiber strands allocated by Cal Poly to the City from 24 to 48 strands in the shared fiber cable ring. C6. REQUEST FOR PROPOSAL FOR CITY PUBLIC SAFETY AUDIO RECORDING SYSTEM (GESELL/ROSENBLUM) MOTION BY COUNCIL MEMBER CHRISTIANSON, SECOND BY VICE MAYOR ASHBAUGH, CARRIED 5-0, to: 1. Authorize staff to advertise a Request for Proposal to replace the City's Audio Recording Equipment, Specification No. 91325. 2. Authorize the City Manager to award the contract if the selected proposal is within the approved budget of $40,700. C7. AMENDMENT NO. 1 TO THE CITY/DIGITAL WEST FIBER OPTIC INFRASTRUCTURE AGREEMENT (STILWELL/SCHMIDT) C8. MOTION BY COUNCIL MEMBER CHRISTIANSON, SECOND BY VICE MAYOR ASHBAUGH, CARRIED 5-0, to approve, and authorize the Mayor to execute, the First Amendment to the City/Digital West Fiber Optic Infrastructure Agreement which allows Digital West to expand its fiber optic network within City -owned conduits by granting Digital West a nonexclusive license to designated portions of the City's conduit system. LANE (1146 FARMHOUSE LANE) - RESOLUTION (LICHTIG/CODRON/ DA V IDSON) MOTION BY COUNCIL MEMBER CHRISTIANSON, SECOND BY VICE MAYOR ASHBAUGH, CARRIED 5-0, to adopt Resolution No. 10608 (2015 Series) entitled "A Resolution of the City Council of the City of San Luis Obispo, accepting a negotiated exchange of property tax revenue and annual tax increment between the County of San Luis Obispo and the City of San Luis Obispo." o • Finance & Information Technology 990 Palm Street, San Luis Obispo, OA 93401-3249 805.781.7130 slocity.org April 3, 2015 Digital West Networks, Inc. Attn: Tim Williams 3620 Sacramento Dr #102 San Luis Obispo, CA 93401 Subject: Conduit and Conduit Use Enclosed is Amendment #1 to the agreement between The City of San Luis Obispo and Digital West Networks, Inc. for Conduit and Conduit Use. Please sign and return the original amendment as soon as possible. After it has been fully executed by the City of San Luis Obispo, I will mail you a copy. If you have any questions, please call me at (805) 781-7434. Sincerely, 0'C Traci Kawagua Accountant City of San Luis Obispo Enc: Amendment SCOComm P h ale 1 Attachment 2 ❑ - � w' � 49 S Pt?A(Ael a \\ Slack St 'E Foothill Blvd— hlccol Ramona Or FredericksSt Luneta Or o Serrano Or c \•. I ®fid 9� ✓� tr`� . �F0 San Luis Obispo . Phase 1 0 is ..dC pv 3N o� si qtr St m Sandercock St Branch St L. uric Rcri, f.te?i�:c Fzrl. S10 O _ e� Gti chew Of, �o ope Law once Or O� �C, w'J Margarita Ave �^ h `tea Prado Rd yQ Hind Rd n N iMiles 0 0.25 0.5 1 W+ E S Map created on 2/23/2015 DIGITALWEST 0 0 Attachment 3 EXHIBIT D / APPENDIX 1 Pacific Bell ANNUAL FEES FOR POLE ATTACHMENTS AND CONDUIT OCCUPANCY Year Pole Attachment Rate 2010 $4.87 Year Conduit Occupancy Rate 2010 (Irmerduct) $0.45/ft. All pole and conduit license fees are for a period of one year from January 1 through December 31, effective January 1, 2010 and billable semiannually in advance in January and July of each year. D-1 Revised 9/07 (20 10 exhibit d - rates.doc) o Council Agenda Report Meeting Date: 3/31/15 Item Number: ci • t FROM: Jason Stilwell, Interim Director of IT & Financial Planning Prepared By: Steve Schmidt, Information Technology Manager SUBJECT: AMENDMENT NO. 1 TO THE CITY/DIGITAL WEST FIBER OPTIC INFRASTRUCTURE AGREEMENT RECOMMENDATION Approve and authorize the Mayor to execute a First Amendment to the City/Digital West Fiber Optic Infrastructure Agreement ("First Amendment") which allows Digital West to expand its fiber optic network within City owned conduits by granting Digital West a nonexclusive license to designated portions of the City's conduit system. BACKGROUND In April of 2011, City staff released a Request for Proposals ("RFP") to lease portions of the City's conduit system to private communications companies. Digital West was the only company that responded to the City's RFP or otherwise showed any interest in leasing space within the City's conduit system. On September 20, 2011, City and Digital West entered into an Agreement for Installation of Conduit and Conduit Use ("Agreement") whereby City agreed to provide a nonexclusive license to a portion of the City's conduit system for use by Digital West in exchange for web hosting services and other related services ("Prado Conduit Project"). A copy of the original agreement is included as Attachment 4. DISCUSSION Under the proposed First Amendment (Attachment 1) to the existing Agreement, Digital West agreed to pay the City the industry standard amount of $0.45 per linear foot as shown in the example document from AT&T for industry pricing (Attachment 3) for 22,090 linear feet of space within City conduits as a "Conduit License Fee" The City conduits already contain cabling for City services and will not be affected by Digital West placing an additional fiber cable. The 22,090 linear feet of fiber cable that Digital West will be placing for their needs in spare conduit space will involve the following City conduits as shown on Attachment 2 and below: • Mill to Foothill — Entering at the City vault at Mill and Johnson, continuing on Johnson under Highway 101 to California St, to Foothill Rd and south to Ferrini Rd. • Hathway to Oak — Adjacent the 101 South exits at Montalban St and Hathway, extending along Montalban to Oak St. at Lemon St. • Chorro St. — The Chorro St. conduit between Walnut St. and Pacific St. • Madonna Rd — From Elks Rd under Highway 101, extending the length of El Mercado to Madonna Rd, south to Los Osos Valley Road and west to Diablo Dr. By licensing this additional conduit to Digital West, the City's fiber optic infrastructure will be significant expanded. o • City/Digital West Conduit Infrastructure Amendment Page 2 FISCAL IMPACT There is no cost to the City as a result of the First Amendment. There will be a positive fiscal impact of approximately $10,000 per year associated with the increase in revenue to the City as a result of this amendment. ALTERNATIVE Do not approve the amendment. Council may choose to not approve the amendment to the existing City/Digital West Agreement. This is not recommended due to the increasing need for fiber continuity in the City that will be met with these and additional future conduit licensing agreements. ATTACHMENTS 1. Amendment No. 1 2. Digital West proposed conduit map 3. Conduit pricing 4. Original City/Digital Agreement T:\Council Agenda Reports\2015\2015-03-31\Amendment No. Ito the City -Digital West Conduit Infrastructure Agreement Finance fr Information Technology 990 Palm Street, San Luis Obispo, CA 93401-3249 805.781.7130 siocity.org April 3, 2015 Digital West Networks, Inc. Attn: Tim Williams 3620 Sacramento Dr #102 San Luis Obispo, CA 93401 Subject: Conduit and Conduit Use Enclosed is Amendment #1 to the agreement between The City of San Luis Obispo and Digital West Networks, Inc. for Conduit and Conduit Use. Please sign and return the original amendment as soon as possible. After it has been fully executed by the City of San Luis Obispo, I will mail you a copy. If you have any questions, please call me at (805) 781-7434. Sincerely, Traci Kawaguchi Accountant City of San Luis Obispo Enc: Amendment 0 0 Finance & Information Technology 990 Palm Street, San Luis Obispo, CA 93401-3249 805.781.7130 510city.ury April 16, 2015 Digital West Networks, Inc. 3620 Sacramento Dr #102 San Luis Obispo, CA 93401 Subject: Conduit and Conduit Use To Whom It May Concern, Enclosed is a copy of the fully executed amendment. If you have any questions, please contact me at (805) 781-7144. Sincerely, Traci Kawaguchi Accountant City of San Luis Obispo Enc: Agreement P�Wmq n AOL DIGIWES-01 KWALTERS ,a►�oRo DATE (MMIDDIYYYY A E(7/2015 ) kk.� CERT iFICATE OF LIABILITY INSUI NCE 1 2117/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. - IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poliey(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE02096 DiBuduo 8: DeFendis Insurance Brokers, LLC 100 Cross Street, Suite 104 San Luis Obispo, CA 93401 A 1i7 >ND I'-' " —l� � � CONTACT PHONE $05 593-1400 FAX Ne: 805 593-1401 A/c No Ext:( ) ) AIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC It INSURER A: Sentinel Insurance Co. Ltd. 111000 DAMAGE TO RENTED PREMISES Ea occurrenceI $ 1,000,00 INSURED SMINSURER B: Hartford Accident and Indemnity Company 22357 Digital West.Networks, Inc. Q�n����5� 3620 Sacramento #102 I INSURER C: Hartford Ins. Co. Of The Midwest 37478 INSURER 0: INSURER E: San Luis Obispo, CA 93401 INSURER F: AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED IJI SCHEDULED AUTOS ALT S H R DAUTOS AUUTOS N WNED COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DL 919 Palm Street .POLICY NUMBER. MMIDDY EFF PM�CDY EXP LIMITS A I X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR X X 51SBAAD2177 02128/2015 02128/2016 I EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrenceI $ 1,000,00 MED EXP (Any one person) $ 10,000 PERSONAL B ADV INJURY $ 1,000,000 GEML AGGREGATE. LIMIT APPLIES PER: X POLICY 7 JE 0 LOC OTHER: GENERAL AGGREGATE $ 2,000,00 PRODUCTS - COMP/OP AGO $ 2,000,00 $ B AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED IJI SCHEDULED AUTOS ALT S H R DAUTOS AUUTOS N WNED 51 UECVF3298 02/28/2015 02/28/2016 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ P err accidenlDAMAGE $ — Is I UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS=MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ 1 $ C WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/i,ARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED?❑ (Mandatory In NH) If Yes. describe under DESCRIPTION OF OPERATIONS below N I A 51WECDX0621 03/01/2015 03/01/2016 X PER OH - STATUTE ERT _ E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYED $ 1,000,00 E.L. DISEASE - POLICY LIMIT $ 1 rpoo'oo DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is named as an additional insured for general liability per policy form SS 0008 04 05 and form HA99 46 0312 for commerical auto attached but only where required by contract. Coverage is primary and non-contributory where required by contract. As respects: City of San Luis Obispo, its elective boards, officers, agents and any subcontractors in the performance of work for the City of San Luis Obispo. CERTIFICATE HOLDER CANCELLATION ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of San Luis Obispo City Manager THE EXPIRATION DATE THEREOF, NOTICE' WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 919 Palm Street AUTHORIZED REPRESENTATIVE /_4� San Luis Obispo, CA 93401-3218 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERA*ORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for'`bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds; but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors.. Your stockholders are also insureds, but only with respect to their liability as stockholders. J e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the cbaduct of yourbusiriess. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph'(1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional , health care services, Paragraph .(d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 • BON ESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member (if you are arising out of an offense committed a partnership or joint venture), or any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment' registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper 'also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co -"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft,. and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERA*ORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided. the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 Form SS 00 08 04 05 Page 13 of 24 O B(ONESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any ""occurrence" which takes - (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with. behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders,. "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAOORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports; surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described.in the Other Insurance Condition in Section E.'—' Liability'Ahd Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to ail damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 O WESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the Declarations, unless the policy period is extended person or organization that may be after issuance for an additional period of less than 12 liable to the insured because of injury months. In that case, the additional period will be or damage to which this insurance deemed part of the last preceding period for purposes may also apply. of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You any additional insured must see to other insurer for defense and indemnity. it thaatt we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and (1) How, when and where the "occurrence" non-contributory with the additional or offense took place; insured's own insurance. f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and (3) The nature. and location of any injury Paragraphs a. and b. apply to you or to or damage arising out of the any additional insured , only when such "occurrence", "occurrence" or offense. offense, claim or "suit" is known to: b. Notice Of Claim (1) You or any additional insured that is If a. claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must- insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (2) Notify us as soon as practicable. (4) Any "executive officer" or insurance manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the "suit" (5) Any trustee, if you or an additional claim or as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERA0ORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of _ financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists,' no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage. Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or"suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use. Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 O (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. NESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERA*ORM O F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", -"property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of b. With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations. additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional exclusions apply: (1) Any 'occurrence" that takes place after you cease to lease that land; or This insurance does not apply to: (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations performed by or on behalf of such premises; or person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations Subdivision —Permits performed by or on behalf of such person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Foran SS 00 08 04 05 O BWESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, „ (1) "Bodily injury", property damage" or except such operations performed "personal and advertising injury" at the vendor's premises in connection with the sale of the arising out of operations performed for product; the state or municipality; or (2) "Bodily injury" or "property damage" (g) Products which, after distribution or sale by you, have been labeled included in the "product -completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this .your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject to the following additional exclusions: make or normally undertakes to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person. or, organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Foran SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERA*ORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the. person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. J The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement' means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form.. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. 'Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 C ® COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED- d'. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. - WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for such a policy but for its termination or the lessor and the exhaustion of its Limit of Insurance. (2) The "auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto" you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. - WHO IS AN INSURED (a) That is a partnership or joint - of Section II . -. Liability. Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a Paragraph A.1. -WHO IS AN INSURED - of covered "auto." SECTION II - LIABILITY COVERAGE is amended to add: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afford• to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organiza_ tion be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and d Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" persoT.af insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified. Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL® DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any • amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL —DAMAGE -COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or © 2011, The Hartford (includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary fr the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III - Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of - Insurance, Paragraph :C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used, with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: n If another Hartford Financial Services Group, Inc. company policy or coverage. form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this .Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived;, (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2:a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or . (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of rLDery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any. reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regard of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors,.which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 5 of 5 A.M. Best's Consumer Insurce Information Center Page 1 of 1 ........... -- ...-- A.M. Best's 'U Member Comer: ISO I Sion Up Need Coverage?How Does Your Insurer Rate? ® State Insurance Information Find insurers by state or coverage type. Enter a ComDOny NameEM Select a State v Consumer Nana I Terns to Know I Vvhy a Best's Rating is Importem I Canted Us Life & Retirement © Health & Disability Car S Home Other Life Events�I, Sentinel Insurance Company Ltd S Print this page Ie nemEel of Nertbre ImlueMe Oroupl i AM,aaia*Q2ZM MUCr 11000 FEINTWISS21M Address: One Hartford Plaza Phone: 860-547-5000 Hartford, CT 06155-0001 Fax: 860-7234289 UNITED STATES Web: www.theharford.com I I ! Best's Ratings View Definition Need More Information? '-., Financial Strength Rating: A , Purchase an insurer report, complete with Outlook Positive rating history, market share and a list of competitive insurers for $ 9.95. Effective Date: April 03, 2014 (Atflrmed) r ; View Samde Report Financial Size Category: XV (E2 Billion or greater)' Licensing: The company is licensed in the District of Columbia and all states. Top Line(s) of Business (Im00e upon Dl P mN wrm.n) 1. Commercial Multiple Peril nti w Denneion ) 2. Workers' CoWellsatiOn (Slew Dennftmn ) 3. Auto (Cornmemial) Mew oennitw ) 4. Homeowners Multiple Peril (view D011.11 n ) S. Auto (Personal) (view Deenwon ) ---- ..._._.—...------......__...._..,_._...... --........ ....................._............................_..-'-- ' Top States) of Business (esse UP Dll PrerNwre wmenl 1. California 2. New York 3. Texas 4. New Jersey 5. Illinois Visit our NewsROorn for the latest News and Press Releases for this company and its A.M. Best Group. i Terms of Use All information provided on the A.M. Best website, including but not limited to text, date, ratings, reports, images, photos, graphics, and charts is owned by or licensed to A.M. Best Company and is protected by United States copyright laws and international treaty provisions. A.M. Best and its licensors retain all copyright and other proprietary rights to the website content. Bests Credit Ratings, obtained through any source, may not be reproduced, distributed to Third Parties, or stored in a database or retrieval system in any form for commercial purposes without the prior written permission of the A.M. Best Company. All unauthorized use of Best's Credit Ratings or other published information is strictly prohibited. By logging into Bears Member Center or accessing this site, you accept and agree to be bound by our complete Terms of Use. Customer Service I Product Support I Member Cermet I Contact In I Camers About A M. Beet I Site Map I Privacy Poll pv I SacWty I Tana of Use I Legal '&'Lipeneing Copyright G 2015 A.M. Best Company, Inc. ALL RIGHTS RESERVED, A.M. Best Worldwide Headquarters, Ambest Road, Oldwick, New Jersey, 08850, U.S.A. http://www3.ambest.com/consumers/CompanyProfile.aspx?BL=36&ambnum=002234&P... 4/16/2015 A.M. Best's Consumer Insup'�,ze Information Center 0 Page 1 of 1 A.M. Best's` ,'vii' Member Center: Lgilla I Sion Up Need Coverage? How Does Your Insurer Rate? State Insurance Information Find insurers by stars a coverage type. Em« a dampeny NameEM Sales a State v Consumer Homo I Terms to Know I Why a Best's Rating is Importam I Contac(Us 45 Life & Retirement O Health & Disability Car & Home () Other Life Events Hartford Accident and Indemnity Company S Print this cape (0 "MW Or HamonI lm Mm omwl AM. asp a PIDa NAIL t 1957 FEIN a ae-019]0]0 Address: One Hartford Plate Phone: 860.547-5000 Hartford. CT 06155-0001 Fax: 860.7234289 UNITED STATES Web: wwwAhehanford.com Best's Ratings View OerinitioNeed More Information? .,,,,��,,`f Purchase an insurer repert, complete with Financial Strength Rating: A £"v rating history, market share and a list of Outlook: Positive competitive insurers for $ 9.95, Effective Date: April 03,2014 2014 (Aiflion or View Semple Report Financial Size Category: XV ($2 Billion or greater) Licensing: The company is licensed in the District of Columbia, Puerto Rico and all states. Top Line(s) of Business (a a upon pine vnmum wn:wn) 1. Workers' Compensation (view Dennnio t 2. Auto (Personal) maw oasnluon) 3. Homeowners Multiple Peril 01m Definition) 4. Auto (Commercial)Mew Deenelon ) 5. Commercial Multiple Peril (view Dnnnmon ) ---'------........---..—_........._................... ............ ..... ... _... .......... .... ... ... _....... ..... _...... .... __....... .... .............................. ...... .... ........... .... ._..... ....... _.._.... ............. _.... ._._....------__.__�_.. Top State(s) of Business (masa awn Dims Pmimq Wmtan) 1. California 2. New York 3. Texas i 4. Illinois 5. Louisiana I Visit our NewsRoom for the latest News and Press Releases for this company and its A.M. Best Group. Terms of Use All information provided on the AM. Best website, including but not limited to text. data, ratings, reports, images, photos, graphics, and charts is owned by or licensed to AM. Best Company and is protected by United States copyright laws and international treaty provisions. A.M. Best and its licensors retain all copyright and other proprietary rights to the website content - Bests Credit Ratings, obtained through any sotsce, may not be reproduced, distributed to Third Parties, or stored in a database or retrieval system in any form for commercial purposes without the prim written permission of the A.M. Best Company. All unauthorized use of. Best's Credit Ratings or other published information is strictly prohibited. By logging into Best's Member Center or sdcessing this site, you accept and agree to be bound by our complete Terms of Use. Customer Service I Product Sueeort I Member Center I Contact rif I Careers Abogt A M. Best I Site Mao I Pnvocy Polity I Sectrrity I Terms of Use I Legal & Licensing Copyright 02015 A.M. Best Company, Inc. ALL RIGHTS RESERVED. A.M. Best Worldwide Headquart m. Ambest Rwo. OlcWck, New Jersey. 08856, U.S.A. http://wN w3; ambest.com/consumers/CompanyProfile.aspx?BL=36&ambnum=002230&P... 4/16/2015 A.M. Best's Consumer Insurce Information Center Page 1 of 1 i A.M. Best's. 1 iW Member Center. I_2= I Sion Up Need Coverage?How Does Your insurer Rate? State Insurance Information Find insurers by state or Coverage typo. ® Emer a Company Name aeleq a Ste10 Consumer Home I Terms to Know I ` by a Bests Rating is Imponem I Comma Us Life & Retirement O Health a Disability t% Car & Home 0 Other Life Events 1 i Hartford Insurance Company of MidW 8 Prim this peas member or HertbrE Imunnm &.0 &M. IXW e. =12 NAIC t 3708 FEIN t 06100803e Address: - ' One Hertford Plaza Phone: 860-54750DO Hartford, CT 06155-0001 Fax: 860-7234289 UNITED STATES Web: www.thehartford.com Best's Ratings view Definition y _ Need More Information? Financial Strength Rating: A 1 t` • c Purchase an insurer report, complete with Outlook: Positive rating history, market share and a list of - competitive insurers for $ 9.95. Effective Date: April 03, 2014 (Affirmed) P,+ View Sample Report Financial Size Category: XV (E2 Billion or greater) Licensing: The company is licensed in the District of Columbia and all states. Top Lines) of Busin884 (beeea upon Direct Piemm, wYden) ._._.—..._- i 1. Workers' Compensation Mcyr Defintion ) 2. Auto(Pereonagivi"pefinlnon) 3. Federal Flood (view Dermitiop) 4. Homeowners Multiple Peril errew Definition) 5. Commercial Multiple Peril (Vim. Denntito ) Top State(s) of Business (asw upon Diawt Pmmume W *n) 1. Florida 2. New York 1 3. California 4. New Jersey i 5. Connectlout --- Visit our NewsRoom for the latest News and Press Releases for this company and its A.M. Best Group. Terms of Use All information providedwn the A.M. Best website, including but not limited to text, data, ratings, reports, images, photos, graphics, and charts is owned by or licensed to A.M. Best Company and is protected by United States copyright laws and international treaty provisions. A.M. Best and its licensors retain all copyright and other proprietary rights to the website content. Best's Credit Ratings, obtained through any source, may not be reproduced, distributed to Third Parties, or stored in a database or retrieval system in any farts for cornmercial purposes without the prior written permission of the A.M. Best Company. All unauthorized use of Best's Credit Ratings or other published information is strictly prohibited. By logging into Best's Member Center or accessing this site, you accept and agree to be bound by our complete Terms of Use. Customer Sorvim I Product Support I Member Center l Contact in I Camets Aooul A.M. Best I Site Ma I Privacv Poll cv I Secuaty I Terms of Use I Legal 8 Licensing Copyright 2015 A.M. Best Company, Inc. ALL RIGHTS RESERVED. A.M. Best Worldwide Headpuarters. Ambest Road. Oldwick. New Jersey, 08858, U.S.A. '•ary mr?- r http://www3. ambest.com/consumers/CompanyProfile.aspx?BL=36&ambnum=002612&P... 4/16/2015 • 9 DIGIWES-01 KWALTERS CERTIFICATE OF LIABILITY INSURANCE DA 6/512014 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the polley(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemen s . PRODUCER License # OE02096 DiBuduo & DeFendis Insurance Brokers, LLCPHONe 100 Cross Street, Suite 203 San Luis Obispo, CA 93401 CONTACT No (g05 593-1400 n FAX No), 805 593-1401 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL 0 02/28/2014 INSURER A: Sentinel Insurance Co. Ltd. 111000 EACH OCCURRENCE S 1.,000,00 INSURED INSURERS: Property & Casualty Ins Co of Hartford 134690 Digital West Networks, Inc. INSURER C: Hartford Accident and Indemnity Company 22367 INSURER D: 3620 Sacramento #102 San Luis Obispo, CA 93401 INSURER E: INSURER F.: ' COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCEADDLSUSR POLICYNUMBER POLICY EFF MMIDDIYYYY POLICY EXP' MMIDD/YYYY LIMA A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR X X I SISBAAD2177 I 02/28/2014 02/28/2015 I EACH OCCURRENCE S 1.,000,00 PREMISES (Ea occurrence) s 1,000,00 MED EXP (Any one person) $ 10,00 PERSONAL &ADV INJURY E 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY JET F] LOC OTHER: GENERAL AGGREGATE E 2,000,00 PRODUCTS - COMP/OP AGG E 2,000,00 $ BX AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS 51 UECVF3298 02/28/2014 02/28/2015 Ea BINEDawd ISINGLE LIMIT E 1,000,00 BODILY INJURY (Per person) E BODILY INJURY (Per accident) E PROPERTY DAMAGE y Per accidem $ UMBRELLA LULB EXCESS LNe OCCUR CLAIMS -MADE - EACH OCCURRENCE $ AGGREGATE 5 DED I IRETENTIONS E C WORKERS COMPENSATIONPER' AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICERIMEMBER EXCLUDED? (Mandatory in NMI u. es. desrnbe under DESCRIPTION OF OPERATIONS bel" N / A I I SIWECDX0621 I 03/01/2014 03/01/2015 OTH- X STATUTE ER E.L. EACH ACCIDENT S 1,000,00 E.L. DISEASE - EA EMPLOYE S 1,000,00 E.L. DISEASE - POLICY LIMIT S 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mon space is required) Certificate. holder is named as an additional insured for general liability per policy form SS 0008 04 05 and form HA99 46 0312 for commerical auto attached but only where required by contract Coverage is primary and noncontributory where required by contract As respects: City of San Luis Obispo, its elective boards, officers, agents and any subcontractors in the performance of work for the City of San Luis Obispo. City of San Luis Obispo City Manager 919 Palm Street San Luis Obispo, CA 934013218 ACORD 25 (2014/01) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE The ACORD name and logo areregistered marks of ACORD All riahts 0 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. 0 e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - .employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 E (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative H You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or.would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and 0 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) 'Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co= employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6.. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs. undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendors exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any . express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily "property injury", damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 o. s BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) 'Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or 'personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or, ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (') The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" 'property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, 'Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 O BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses; is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. • This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 a BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit" and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage which this insurance months. In that case, the additional period will be may also appllyy. . deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional 2 () Any Partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and officer" or insurance (4) Any "executive o (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Foran SS 00 08 04 05 Page 15 of 24 O BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability, will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. —Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 0 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 0 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown , in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to ,the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 O BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) .Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations; new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any 'occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 `- 0 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed injury", (1) "Bodily property damage"or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale you, have been labeled included in the "product -completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 O BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction. and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. 'Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 CK COMMERCIAL AUTOMOBILE HA 9916 0312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you. and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for"bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." © 2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 1 of 5 0 i The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also you have agreed in a written contract primary, we will share with all that other o or written agreement that another insurance by the method described in Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not the Declarations. seek contribution from that other insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. (3) Additional Insureds Other Insurance When this insurance is excess, we will have no duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and indemnity. When this insurance is excess over other insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- contributory with the additional insured's insurance would pay for the loss in the absence of this insurance; and own insurance. (4) Duties in The Event Of Accident, Claim, (2) The total of all deductible and self-insured Suit or Loss amounts under all that other insurance. If you have agreed in a written contract We will share the remaining loss, if any, by the or written agreement that another method described in Other Insurance 5.d. person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 0312 of ISO Properties, Inc., with its permission.) Page 2 of 5 :01 If an "employee's" personal insurance also 5. applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per . "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. • PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance -purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral partof the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or © 2011, The Hartford (Includes copyrighted material Form HA 99 16 0312 of ISO Properties, Inc., with its permission.) Page 3 of 5 • (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic. equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair; return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: .If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 0312 of ISO Properties, Inc., with its permission.) Page 4 of 5 C We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," K c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 5 of 5 E Goodwin, Heather From: Sandy Davis <sandy.davis@digitalwest.net> Sent: Thursday, June 12, 2014 11:34 AM To: Goodwin, Heather Subject: FW: Digital West Networks, Inc. CERT for City of SLO Attachments: Certificate.pdf Follow Up Flag: Follow up Flag Status: Flagged C 0 City Administration 990 Palm Street, San Luis Obispo, CA 93401.3249 805.781.7114 siocity oris June 3, 2014 Digital West Network, Inc 3620 Sacramento # 102 San Luis Obispo, CA 90401 Subject: Expired Insurance Certificates for Digital West Networks, Inc Contract To Whom It May Concern: Our records indicate the following insurance coverage(s) will expire as of the referenced date below. According to the contract, you must maintain insurance coverage throughout the term of the contract. We would greatly appreciate your prompt attention to this matter. Workers Comp/Emp Liab Automobile Liab: General Liab: Expiration date: 03/01/2014 Expiration date: 02/28/2014 Expiration date:. 02/28/2014 For General Liability coverage, you will need to submit a binder or certificate of insurance with the "Additional Insured Endorsement" prior to the date of expiration. If you submit a binder, you will need to send the certificate of insurance and the "Additional Insured Endorsement" once it is issued. The documents may be emailed in advance to hgoodwinnslocity.org and then hard copies mailed. All documents should be sent to: City of San Luis Obispo Attn: City Clerk's Office 990 Palm Street San Luis Obispo, CA 93401 If you have any questions, please phone me at (805) 781-7103. Our fax number is (805)781-7109. Sincerely, Heather Goodwin Deputy City Clerk r DIG►WES-01 DOL► Al CERTIFICATE OF LIABILITY INSURANCE DATE(MNrootrrYvl 5/1/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATNELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In Ileu of such endorsemen s . PRODUCER (805) 593.1400 DIBuduo & DeFendis Insurance Brokers, LLC - SLID License #00206E 100 Cross Street, Suite 203 San Luis Obispo, CA 93401 CONTACT NAMi PHONE FAX Exft AJC.Nol: aL ADDRESS: INSURERS AFFORDING COVERAGE NAIC d INSURER A:. Sentinel Insurance Co. Ltd. INSURED Digital West Networks, Inc. 3620 Sacramento#102 San Luis Obispo, CA 93401 NSURER B: Property& Casualty)ns Co of Hartford INSURER C: Hartford Insurance Company INSURER D -INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISIONAUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR L TYPE OF INSURANCE A0131.51.15K POLICY NUMBER POLICY EFF D POLICY EXP IOD LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7 OCCUR X X 51SBAA02177 212612013 2128/2014 EACH OCCURRENCE $ 1:000,00 PREMISESE'occurrence $ 1,000,00 MED EXP Any oneperson) $ 10,00 PERSONAL&ADV INJURY $ 1,000,00 GENERAL AGGREGATE 3 2,000,00 GEML AGGREGATE LIMIT APPLIES PER: X POLICY 7 PR0. LOC. PRODUCTS • COMROPAGG $ 2,000,00 $ B AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED ASCHEODULED AUTOS UT HIRED AUTOS AUNON-OWNED - 51UECVF329B 2128/2013 212812014 ( MIN SING LIMIT 1,000,00 Es accident BODILY INJURY (Per person) $ BODILY INJURY (PeraaldenG $ PROPERTY DAMAGE Per scdden $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE_ 3 AGGREGATE $ DEC) RETENTION 3 -7- C WORKERS COMPENSAnON WORKERS EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE❑ Mandatory In NH) EXCLUDED? If yes..describe under DESCRIPTION OF OPERATIONS below NIA 51WECDX0621 31112013 311/2014 X WC STATU- TH- �� T SI I ER E.L. EACH ACCIDENT 3 1,000,00 E.L. DISEASE - EA EMPLOYEE 3 1,000,00 E.L. DISEASE -POLICY LIMIT 1 3 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS; VEHICLES (Attach ACORD 101, Additional Romadcs Schedule, H more space Is required) Certificate holder is named as an additional insured per policy farm SS 0008 04 05 attached but only where required by contract Per Form SS0008 04 05 attached coverage Is primary and non-contributory where required by contract As respects: City of San Luis Oblspoit elective boards, officers, agents and ny subcontractors in the performance of work for the City of San Luis Obispo i' 0-1S JJ - City of San Luis Obispo ` City Manager 919 Palm Street San Luis Obispo, CA 93401-3218 ACORD 25 (2010105) SWULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 The ACORD name and logo are registered marks of ACORD riohts reserved o BUSINESS LIABILITY COVERAGE FORM (2) With respect to the Insurance afforded s. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has Issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily Injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional Insureds, this performed for the state or insurance does not apply to: munlcipality; cr (a) Any "occurrence" which takes (b) "Bodily Injury" or "property damage" place after you cease to lease that Included within the *products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition AT. Is not an Insured under Paragraphs s. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising Injury" caused, in whole or (1) Any architect engineer, or surveyor, but in part, by your acts or omissions or only with respect to Ilabllity for "bodily the acts or omissions of those acting Injuty", "property demage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the paiformance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or Included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only If you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This Insurance does not apply to (It) This Coverage Part provides "bodily injury, "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, Including; (2) With respect to the Insurance afforded (a) The preparing, approving, or to these additional Insureds, this failure to prepare or approve, Insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, Inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 N BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions; reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of Insurance that apply to additional Insureds are described in Section D. — Limits Of Insurance. How this Insurance applies when other insurance is available to an additional Insured Is described In the Other Insurance Condition In Section E. — Liability And Medical Expenses General Conditions, No person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that Is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown In the Declarations and the rules below fix the most we will pay regardless of the number of:. a. Insureds; b. Claims made or "sults" brought; or c. Persons or organizations making claims or bringing "sults". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the' "products -completed operations hazard" Is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily Injury", 'property damage" or "personal and advertising Injury", Including medical expenses, Is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection Is Interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to 'property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily Injury", "property damage" and medical expenses arising out of any one 'occurrence" Is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person Is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising Injury" sustained by any one person or organization Is the Personal and Advertising Injury Limit shown in the Declarations. S. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of `property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional Insured under this Coverage Part is the lesser of. a. The limits of insurance specified in a written contract, written agreement or permit Issued by a state or political subdivision; or b. The Limits of Insurance shown In the Declarations, Such amount shall be a part of and not In addition to the Limits of Insurance shown In the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGETORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor Vehicle financial responsibility law, the insurance provided by the policy for "bodily Injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of Insurance required by that law, b. With respect to "mobile equipment" to which this Insurance applies; we will provide any liability, uninsured motorists, uncerinsured motorists, nomfeult or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us Into a "suit" asking for damages from an Insured; or b. To sue us on this Coverage Form unless all ?of Its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liabilitysigned by us, the Insured and the claimant or the claimant's legal representative. S. Separrdtion Of Insureds Except.with respect to the Limits of Insurance, and any rights or duties specifically assigned in this 'policy to the first Named Insured, this Insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) • Those statements are based upon representations you made to us; and (3) We have Issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the Inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows; . a. Primary Insurance This Insurance Is primary except when to. below applies. If other Insurance is also primary, we will share with all that other Insurance by the method described In c. below. b. Excess Insurance This insurance is excess over any of the other Insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That Is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That Is fire, lightning or explosion Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion U. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k, of Section A. — Coverages, Page 16 of 24; Form SS 00 08 04 05 • (6) When You Are Added As An Additional Insured To Other Insurance That Is other Insurance available to you covering liability for damages arising out of the promises or operations, or products and completed operations, for which you have been added as an additional Insured by that Insurance; or (7) When You Add Others As. An Additional Insured To This Insurance That Is other Insurance available to an additional Insured. However, the following provisions apply to other Insurance available to any person or organlzatlon who Is an additional Insured underthls Coverage Part: ,(a) Primary insurance When Required By Contract This Insurance Is primary If you have agreed In a written contract, written agreement or permit that this Insurance be primary. If other insurance is also primary, we will share with all that other Insurance by the method described In c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this Insurance is primary and noncontributory with the additional insured's own Insurance, this Insurance is primary and we will not seek contribution from that other Insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional Insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the Insured against any "suit" If any other Insurer has a duty to defend the insured against that "suit if no other insurer defends, we will undertake to do so, but we will be entitled to the Insured's rights against all those other Insurers. n LJ BUSINESS LIABILITY COVERAGE FORM When this Insurance Is excess over other Insurance, we will pay only our share of the amount of the loss, If any, that exceeds the sum of: (1) The total amount that all such other Insurance would pay for the loss in the absence of this Insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, If any, with any other Insurance that Is not described In this Excess Insurance provision and was not bought specifically to apply In excess of the Limits of Insurance shown In the Declarations of this Coverage Part. c. Method Of Sharing If all the other Insurance permits contribution by equal shares, we will follow this method also. Under this approach, each Insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first, If any of the other Insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each Insurer's share Is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all Insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or pert of any payment, Including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. ..� b. Waiver Of Rights Of Recovery (Waiver Wt Of Subrogation) If the Insured has waived any rights of recovery against any person or organization for all or part of any payment, Including Supplementary Payments, we have inade under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the Injury or damage, Form SS 00 08 04 05 Page 17 of 24 A.M. Best's Consumer InsurancCInformation Center • Page 1 of 2 Need Coverage? Find insurers by state or coverage type. How Does Your Insurer Rate? Enter a Company Name State Insurance Information Select a State Consumer Home I Terms to Knowe Why a Best's Rating is Important I Contact Vi6y Life & Retirement Health 8 Disability Car 8 Home Other Life Events Sentinel Insurance Company Ltd (a member of Hartford Insurance Group) A.M. Best #: 02234 NAIC #: 11000 FEIN #: - Address: One Hartford Plaza Hartford, CT 06155-0001 UNITED STATES Best's Ratings View Definition Financial Strength Rating: A Outlook: Stable Effective Dater March 01, 2013 (Affirmed ) Financial Size Category: XV ($2 Billion or greater) fib Print this Daae Phone: 860-547-5000 Fax: 860-723-4289 Web: www.thehartford.com Licensing: The company is licensed in the District of Columbia and all states. Top Line(s) of Business (based upon Direct Premiums Written) 1. Commercial Multiple Peril (View Definition) 2. Workers' Compensation (View Definition) 3. Auto (Commercial) (view Definition) 4. Homeowners Multiple Peril (View Definition) 5. Auto (Personal) (View Definition) Top State(s) Of Business (based upon Direct Premiums Written) 1. New York 2. California 3. Texas 4. New Jersey 5. Illinois Visit ourNewsRoom for the latest News and Press Releases for this company and its A.M. Best Group. Terms of Use http://www3.ambest.comlconsumersICompanyProfile.aspx?BL=36&ambnum=002234&PPP= 5/1/2013 Need More information? an insurer report, complete with lcompPurchase rating history, market share and a list of etitive insurers for $ 9.95. View Sample Report Licensing: The company is licensed in the District of Columbia and all states. Top Line(s) of Business (based upon Direct Premiums Written) 1. Commercial Multiple Peril (View Definition) 2. Workers' Compensation (View Definition) 3. Auto (Commercial) (view Definition) 4. Homeowners Multiple Peril (View Definition) 5. Auto (Personal) (View Definition) Top State(s) Of Business (based upon Direct Premiums Written) 1. New York 2. California 3. Texas 4. New Jersey 5. Illinois Visit ourNewsRoom for the latest News and Press Releases for this company and its A.M. Best Group. Terms of Use http://www3.ambest.comlconsumersICompanyProfile.aspx?BL=36&ambnum=002234&PPP= 5/1/2013 A.M. Best's Consumer Insuran/ce Information Center • Page 1 of 2 Need Coverage? Find insurers by state or coverage type. ai(h How Does Your Insurer Rate? State Insurance Information Enter a Company Name Select a State Consumer Home I Terms to Know I Why a Best's Rating is Important I Contact Q Life & Retirement 0 Health & Disability Q Car & Home A=' Other Life Events Property and Casualty Ins Co of Hartford (a member of Hartford. Insurance Group) A.M. Best M 10777 NAIC #: 34690 FEIN #: . Address: One Hartford Plaza Phone: 860-547-5000 Hartford, CT 06155-0001 Fax: 860-723-4289 UNITED STATES Web: www.thehartford.com Best's Ratings View Definition Financial Strength Rating: A Outlook: Stable Effective Date: March 01, 2013 (Affirmed ) Financial Size Category: XV ($2 Billion or greater) R Print this page Licensing: The company is licensed in the District of Columbia, AL, AK, AZ, AR, CA, CO, CT, DE, FL, GA, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI, MN, MS, MO, MT, NE, NV, NJ, NM, NY, NC, ND, OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VT, VA, WA, WV, WI and WY. Top Line(s) of Business (based upon Direct Premiums Written) 1. Homeowners Multiple Peril (View Definition) 2. Auto (Personal) (view Definition) 3. Workers' Compensation (View Definition) 4. Auto (Commercial) (View Definition) 5. Commercial Multiple Peril (view Definition) Top State(s) of Business (based upon Direct Premiums Written) 1. New York 2. Florida 3. Texas 4. Washington 5. Pennsylvania Visit our NewsRoom for the latest News and Press Releases for this company and its A.M. Best Group. http://www3.ambest.comlconsumersICompanyProfile.aspx?BL=36&ambnum=010777&PPP= 5/1/2013 Need More information? an insurer report, complete with ElPurchase rating history, market share and a list of competitive insurers for $ 9.95. View Sample Repoli Licensing: The company is licensed in the District of Columbia, AL, AK, AZ, AR, CA, CO, CT, DE, FL, GA, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI, MN, MS, MO, MT, NE, NV, NJ, NM, NY, NC, ND, OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VT, VA, WA, WV, WI and WY. Top Line(s) of Business (based upon Direct Premiums Written) 1. Homeowners Multiple Peril (View Definition) 2. Auto (Personal) (view Definition) 3. Workers' Compensation (View Definition) 4. Auto (Commercial) (View Definition) 5. Commercial Multiple Peril (view Definition) Top State(s) of Business (based upon Direct Premiums Written) 1. New York 2. Florida 3. Texas 4. Washington 5. Pennsylvania Visit our NewsRoom for the latest News and Press Releases for this company and its A.M. Best Group. http://www3.ambest.comlconsumersICompanyProfile.aspx?BL=36&ambnum=010777&PPP= 5/1/2013 A.M. Best's Consumer InsuranCInformation Center • Page 1 of 2 Need Coverage? Find insurers by state or coverage type. How Does Your Insurer Rate? State Insurance Information Enter a Company NameUFO Select a State Consumer Home I Terms to Know I Why a Best's Rating is Important I Contact a Life & Retirement 0 Health & Disability G Car & Home ® Other Life Events Hartford Insurance Company of Illinois (a member of Hartford Insurance Group) A.M. Best #: 02611 NAIC#: 38288 FEIN #: - Address: One Hartford Plaza Hartford, CT 06155-0001 UNITED STATES Best's Ratings View Definition Financial Strength Rating: A Outlook: Stable Effective Date: March 01, 2013 (Affirmed ) Financial Size Category: XV ($2 Billion or greater) Phone: 860-547-5000 Fax: 860-723-4289 Web: www.thehartford.com L'a Print this page Need More Purchase an insurer report, complete with rating history, market share and a list of competitive insurers for $ 9.95. View Sample Report Licensing: The company is licensed in Illinois, Michigan, New York and Pennsylvania. It also operates on a surplus lines or non -admitted basis in Connecticut and Hawaii. Top Line(s) of Business (based upon Direct Premiums Written) 1. Auto (Personal) (view Definition) 2. Workers' Compensation (View Definition) 3. Homeowners Multiple Peril (view Definition) 4. Other Liability (Claims -made) (view Definition) 5. Other Liability (Occurrence) (View Definition) Top State(s) of Business (based upon Direct Premiums Written) 1. New York 2. Illinois 3. Pennsylvania 4. Connecticut 5. Other Alien Visit our NewsRoom for the latest News and Press Releases for this company and its A.M. Best Group. Terms of Use http://www3.ambest.com/consumers/CompanyProfile.aspx?BL=36&ambnum=002611&PPP= 5/1/2013 Q Goodwin, Heather From: Clark, Claire Sent: Thursday, December 06, 2012 11:56 AM To: 'Tim Williams (tim.williams@digitalwest.net)' Cc: Goodwin, Heather, Muracchioli, Juliette Subject: Agreement - Insurance Requirements Attachments: Digital West Networks, Inc 09.20.11.pdf Follow Up Flag: Follow up Flag Status: Completed Tim, We are cleaning up our files and realized that we don't have the insurance we require under the Agreement with Digital West. Could you please help us by providing what is required on the insurance Exhibit C. Attached is a signed copy for your reference. Thanks so much! Claire Claire Clark Economic Development Manager CITY OF SAN LUIS OBISPO lel1 805.781.7164 email I cclark@slocitv.org AGREEMENT FOR INSTALLATION OF CONDUIT AND CONDUIT USE THIS AGREEMENT ("Agreement") is made, entered into, and effective as of the 20`' day of September, 2011, by and between the City of San Luis Obispo (the "City") and Digital West Networks, Inc. ("Digital West"). BACKGROUND A. The City has existing conduit infrastructure that runs substantially throughout the City's corporate boundaries and is used for a City-wide fiber optic network, as well as street and signal lights. B. A portion of the conduit currently lacks fiber optic cable resulting in a gap in the fiber optic loop desired by the City. The City desires to install fiber to close this gap. C. The City also desires the construction of additional conduit to connect certain portions of its City-wide fiber optic network in order to complete the desired fiber optic loop in the City. D. Digital West provides commercial fiber optic services to portions of the City and seeks to expand its coverage within the City. E. The City and Digital West desire to create a working relationship which will enable mutually beneficial conduit occupancy within portions of the City and the County of San Luis Obispo. F. The City has agreed to grant to Digital West a nonexclusive license to certain specified conduit for the purpose of installing fiber optic cables for use by both the City and Digital West. Digital West has agreed to install City -owned fiber optic cable within the specified conduit for use by the City. G. The City has further agreed to grant to Digital West a nonexclusive license to a portion of the City's conduit system for use by Digital West. NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows: 1.0 DEFINITIONS For the purpose of this Agreement, the following terms when used herein shall have the following meanings: 1.1 "Cable" means the fiber optic cable, the fiber contained therein, and associated splicing connections and enclosures. 1.2 "Conduit" means a structure, usually underground, which may contain, among other things, one or more Innerducts. 1.3 "City Conduit System" means the conduits constructed by the City including any combination of Innerducts, Conduits, Manholes, hand holes, and vaults joined to form an integrated whole. 1.4 "Fiber" means filaments of dielectric material designed for the purpose of light- wave transmission. 1.5 "Innerduct" means a single enclosed raceway within a single Conduit within which the Cable will be placed. 1.6 "Manhole" means a subsurface enclosure which the City's qualified personnel may enter and use for the purpose of installing, operating and maintaining Cable in the Conduit System. 1.7 "Party" means either Digital West or the City, with the plural ("Parties") meaning both Digital West and the City. 1.8 "Strands" means individual fiber optic strands. 2.0 SCOPE OF AGREEMENT 2.1 Subject to the provisions of this Agreement, City agrees to issue to Digital West a nonexclusive license authorizing the placement of Digital West's Cable in the City's Conduit System in locations specified in Exhibit A. Digital West will also provide access to additional Conduit and will install Fiber to complete a redundant loop of Fiber to the City's Corporation Yard on Prado Road. Digital West will further provide virtual hosted servers and support service to the computer room at Damon Garcia. This entire project shall be referred to as the "Prado Conduit Project". Any future projects will be negotiated on a case-by-case basis. 2.1.1 The Prado Conduit Project will require Digital West to intercept the City's vacant Conduit on the West side of Broad Street at Damon Garcia Maintenance Road. Digital West will provide the City with access to approximately 120' of Digital West vacant Conduit to cross Broad Street. Digital West will intercept existing City Conduit on the west side of Broad Street and install a new Conduit between the Digital West hand hole and the former Caltrans conduit on the East side of Broad Street. Digital West will install, terminate, and test 12,000 feet of 168 Strand Fiber from the City's Corporation Yard on Prado Road and will splice the Fiber at the City hand hole at the South side of Level 3 on Sacramento Drive. Digital West will place the City owned 24 strand lateral cable from the existing City Man Hole shown on page 3 of 3 of Exhibit A to the computer room at Damon Garcia. Where possible, Digital West will install appropriately sized Innerducts to fit into the Conduit System to accomplish the Prado Conduit Project. Digital West will terminate and perform end-to-end testing on the completed Fiber segment to the City's satisfaction and will splice a point-to-point circuit between the City hand hole at the South side of Level 3 at Sacramento Drive and Digital West hand hole. All other assumptions and cost estimates are set forth in Exhibit A. 2.1.2 The City will issue required permits at no cost to Digital West for the Prado Conduit Project, which includes installation of Cable and construction to fill in gaps in the 2 City's Conduit System. The City will, at its expense, apply for and secure any other required permits from other agencies for the Prado Conduit Project, if any. 2.1.3 Digital West, or its contractors, shall be solely responsible for the design, installation, construction and testing of the Prado Conduit Project. Digital West shall be solely responsible for all costs and expenses associated with the Prado Conduit Project, except as stated in 2.1.2. Costs associated with correcting any preexisting conditions that prevent successful installation of fiber cable shall be shared equally between both parties. 2.1.4 All existing Conduit shall remain and all Conduit constructed pursuant to this Agreement shall become the property of the City. The City shall be responsible for the maintenance of the Conduit and compliance with all Underground Service Alert (USA) marking and notifications as part of its USA network. The City shall further be required to maintain GIS Conduit shape files and maintain the City's Conduit database by noting the conduit(s) subject to the terms of this Agreement. 2.1.5 Digital West shall be responsible for performing, by themselves or with subcontractors reasonably acceptable to both Parties, maintenance and management of the Digital West Cable installed in the Conduit. The City shall be responsible for performing maintenance and management of the City Cable installed in the Conduit. 2.2 In addition to completion of the conduit installation as described above, Digital West has agreed to provide certain hosted services that will benefit the City, as described in Exhibit B. These services will be reviewed by the City periodically, not less than every five years, and services of like value will be agreed upon as appropriate. 2.3 The City hereby grants to Digital West a nonexclusive license to use the City's Conduit System to install, operate and maintain Cable and required. Innerducts as part of. the Prado Conduit Project as specified herein and in Exhibit A. 2.3.1 No use, however extended, of Conduit Systems or payment of any fees or charges required under this Agreement shall create or vest in Digital West any easements or any other ownership of property rights of any nature in the Conduit System. 2.3.2 Neither this Agreement, nor any license granted hereunder shall constitute an assignment of any of the City's rights to use the public or private property containing the Conduit System. 2.3.3 Nothing in this Agreement shall be construed as granting Digital West any right to occupy any specific part of the City's Conduit System or to compel the City to grant Digital West the right to occupy any specific part of the City's Conduit System except as specified herein. 2.3.4 The Parties agree that the City's right to locate and maintain its Conduit System and to operate its Conduit System in conjunction therewith in such a manner as will best enable the City to fulfill its own service requirements is in no manner limited by this Agreement. 3 2.3.5 Nothing contained in this Agreement is intended by the Parties to require the City to construct, reconstruct, retain, extend, place or maintain any Conduit, Manhole or other facility for use by Digital West when such facility is not needed for the City's own service requirements. 2.3.6 The Parties intend that nothing contained in this Agreement should act as a limitation, restriction, or prohibition against the City with respect to any agreement or arrangement which the City has heretofore entered into, or may in the future enter into, with others not Parties to this Agreement regarding the Conduit System covered by this Agreement. If such an agreement with a third party makes rearrangements of Digital West's Cable necessary, Digital West agrees to cooperate in such rearrangement work. 3.0 FEES AND CHARGES In consideration of being permitted to occupy space in the City's Conduit System, Digital West shall provide the City with the services to complete the redundant City loop of Fiber as described herein and the hosted services set forth in Exhibit B. The hosted services shall be reviewed by the City periodically, not less than every five years, and services of like value shall be agreed upon as appropriate. Whenever Digital West is obligated by any terms of this Agreement to reimburse the City for costs, such costs will be determined by the City using the City's cost accounting systems used for recording capital and expense activities. 4.0 PRACTICES 4.1 All Cable installed in the Conduit System by Digital West shall be installed and maintained in accordance with the requirements and specifications of the then current editions of the National Electrical Code (NEC), the National Electrical Safety Code (NESC), and the California Electric Code (CEC), each of which are incorporated by reference in this Agreement, and the rules and regulations of the Occupational Safety and Health Act of 1970 (OSHA) and in compliance with any lawful rules or orders now in effect or that may hereafter be issued by the City or any other authority having jurisdiction. 4.2 If Digital West's Cable extends from the City's Conduit System to the system of another party, Digital West will comply with the same safety and engineering requirements and specifications as set forth in this Agreement in any such connecting section(s). 4.3 The location of Digital West's Cable in each Conduit will be subject to approval of the City. 4.4 Digital West and its employees, agents and contractors are prohibited from entering any portion of the City's Conduit System not specifically authorized under this Agreement. 4.5 Digital West shall be responsible for the maintenance of its Cable. If Digital West's Cable, or any part thereof, is not maintained in accordance with the requirements of this Agreement and Digital West has not corrected the violation within 60 days from receipt of written notice thereof from the City, the City may at its own option correct said conditions and 4 bill Digital West for the cost of the work. The City will attempt to notify Digital West in writing prior to performing such work whenever practicable. 4.6 The City shall cooperate with Digital West in good faith to assist in maintenance of Digital West's Cable to the extent such maintenance requires access to the City's Conduit System. The City will attempt to notify Digital West in writing prior to performing work pursuant to Sections 4.5 or 4.6 whenever practicable. When the City reasonably believes, however, that conditions pose an immediate threat to the safety of the City's employees or the public, interfere with the performance of the City's service obligations, or pose an immediate threat to the physical integrity of the City's Conduit System, the City may perform such work and/or take such action at Digital West's expense that it deems necessary without first giving written notice to Digital West and the City shall be indemnified by Digital West for such work in accordance with Article 13.4 of this Agreement. As soon as practicable thereafter, City will advise Digital West in writing of the work performed or the action taken and endeavor to arrange for re -accommodation of Digital West's Cable so affected. Digital West shall be responsible for paying the City for all costs incurred by the City in taking action under this subsection. 4.7 Digital West's Cable placed in the City's Conduit System must meet all of the following physical design specifications: 4.7.1 All cables must be electrically non-conductive cable; provided, Digital West shall be entitled to install as part of its Cable a tracer cable to enable the location of such Cable; 4.7.2 New construction splices in Digital West's Cables shall be located in Manholes, pull boxes or handholds; and 4.7.3 The maximum permissible diameter of any cable of Digital West and the number of Digital West's Cables to be placed in any of City's Conduits shall be determined by City based on the size and shape of the Conduit or Innerduct as more fully set forth in Exhibit A. 4.8 If Digital West constructs a Conduit which is to be connected to any of the City's Manholes, such Conduit shall be sealed against the entry of gases or liquids at the opening to the Manhole, and if Digital West's Conduit enters a building it shall also be sealed where it enters the building. 4.9 The City may rearrange Digital West's Cable to accommodate the placing of the City's Cables in the Conduit System. The City shall be indemnified by Digital West for such work in accordance with Article 13.4. 4.10 The City's service restoration requirements shall take precedence over any and all work operations of Digital West in the City's Conduit System. 5.0 REGULATORY COMPLIANCE 5.1 Digital West shall be responsible for obtaining from the appropriate persons any 5 required authorization to construct, operate and/or maintain its Cable on public and/or private property before it occupies any portion of a Conduit System located on such property. The City agrees to cooperate with Digital West at Digital West's request to obtain such authorizations. The City retains the right to require evidence that appropriate authorization has been obtained before any prelicense survey work is commenced by the City. Digital West's obligation under this Section includes, but is not limited to, its obligation to obtain all necessary approvals to occupy rights-of-way, and to pay all costs associated therewith, except as specified in Section 2 herein. 5.2 Cable installed by Digital West in the City's Conduit System must serve a lawful purpose, and the use of such Conduit System must comply with applicable regulatory rulings, local, state and federal law. 5.3 No license granted under this Agreement shall extend to any portion of a Conduit System in which the placement of Digital West's Cable would result in a forfeiture of rights of the City to occupy the property on which such Conduit System(s) are located. If the existence of Digital West's Cable in a Conduit System would cause such a forfeiture, Digital West understands that its Cable will be removed after receipt of written notification from the City. The City will perform such removal at Digital West's expense after the expiration of 60 days from the receipt of said written notification and the City shall be indemnified by Digital West for such work in accordance with Article 13.4 of this Agreement; and Digital West agrees to pay the City the cost thereof in accordance and for all losses and damages that may result. 6.0 ACCESS 6.1 The Parties and their subcontractor(s) as the case may be shall have access to the Conduit and fiber 24 -hours per day, 7 -days per week as necessary for the proper maintenance and/or restoration; provided, however, such access shall be coordinated with the other Party. Before beginning any non -emergency, scheduled maintenance, each Party or its subcontractor shall give the other Parties at least 24 hours advance notice. Notwithstanding the foregoing, each Party shall have unlimited access (and without prior notice to the other Party) to its individually owned Access Points, vaulting, termination rooms, junction rooms and Manholes for purposes of ingress and egress to splices and terminations. 6.2 In the event of an emergency, unless otherwise agreed upon, the Party responsible for maintenance and repairs shall perform maintenance and/or restoration of the Conduit or Fiber and shall notify the other Party as soon as practicable. Each Party shall agree to mutually support each other during restoration activities and endeavor to restore each Party's "Lit" or "active" fibers in alternating groups, before performing any other maintenance required hereunder. 7.0 RELOCATION 7.1 Caused By Others. In the event that another entity requires the transfer, rearrangement or relocation of any portion of the Conduit, each Party shall pay its respective share of all reasonable costs of the transfer, rearrangement or relocation in accordance with the allocation set forth and assuming that both Parties are required to relocate. Unless otherwise 0 o 0 mutually agreed , relocation costs shall be shared based on the proportionate number of fiber Strands within the Cable(s), for example two cables will be calculated: Digital West: 288 Strands (63%) City: 168 Strands (37%) 7.2. Initiated by the Parties. Unless otherwise mutually agreed, in the event that both Parties are required to relocate for reasons initiated by one of the other Parties, then the initiating Party shall be responsible for and shall pay for or reimburse the other Party for its reasonable costs of relocation. In the event that both Parties jointly want to initiate a relocation project for their mutual benefit, they shall pay their respective share of costs as agreed upon at that time. 7.3. Relocation Plan. Regardless of the reason for the relocation, the Parties shall work cooperatively together in developing and implementing a relocation plan that best meets the needs of both Parties in ensuring minimal disruption to their operations. The Parties shall use their best efforts to identify an alternate location for the Cable. In the event the Parties are unable to agree on a mutually suitable alternate location for the Cable, then either Party may relinquish its rights to any of the benefits of this Agreement for that portion of the Cable subject to relocation. 8.0 REMOVAL OF CABLE At the expiration or other termination of this Agreement, the City shall have the right to require the removal of Digital West's Cable at Digital West's expense. If Digital West does not remove its Cable within 60 days following service of written notice by the City, the City may remove the Cable and the City shall be indemnified by Digital West for such work in accordance with Article 13.4 of this Agreement. 9.0 AUTOMATIC TERMINATION OF LICENSE Any license issued pursuant to this Agreement shall automatically terminate when Digital West ceases to have authority to construct and operate its Cable on public or private property at the location of the particular Conduit covered by the license. 10.0 INSPECTION OF DIGITAL WEST'S CONDUIT SYSTEM 10.1 The City reserves the right to make periodic inspections at any time of any part of Digital West's Cable occupying the City's Conduit System. 10.2 The City will give Digital West reasonable advance written notice of such inspections, except in those instances where safety considerations justify the need for such inspection without delay. 10.3 The making of periodic inspections or the failure to do so shall not operate to impose upon the City any liability of any kind whatsoever or relieve Digital West of any responsibility, obligations or liability whether assumed under this Agreement or otherwise 7 o existing. 11.0 UNAUTHORIZED OCCUPANCY OR ACCESS 11.1 If any of Digital West's Cable are found occupying any portion of any of the City's Conduit System for which no City approval has been issued and remains in effect, then the City, without prejudice to its other rights or remedies under this Agreement, may give written notice to Digital West of such discovery, and if, within thirty (30) days of such notice, Digital West has not either caused the removal of such Cable as provided under this Agreement or obtained approval from the City for the placement and maintenance of such Cable, then the City may terminate this Agreement and remove Digital West's Cable at Digital West's expense, and the City shall be indemnified by Digital West for such work in accordance with Article 13.4 of this Agreement. 11.2 No act or failure to act by the City with regard to said unlicensed use shall be deemed as ratification of the unlicensed use and any license issued shall not constitute a waiver by the City of any of its rights or privileges under this Agreement or otherwise; provided, however, that Digital West shall be subject to all liabilities, obligations and responsibilities of this Agreement in regards to said unauthorized use from its inception. 12.0 TAXES 12.1 As used in this Section 12, "Tax" or "Taxes" shall mean any and all taxes, fees, assessments, charges, levies, together with any penalties, fines, or interest thereon (hereinafter collectively referred to as "Taxes") imposed by any authority having the power to tax, including any city, county, state, or federal government or quasi -governmental agency or taxing authority. 12.2 Digital West shall be responsible for any and all sales, use, income, gross receipts or other Tax assessed on the basis of revenues received by Digital West pursuant to its use of the Conduit System and Digital West shall be solely responsible for any personal property Taxes relating in any way to the Digital West Cable located in the Conduit System. If applicable, Digital West shall reimburse the City for Digital West's proportionate share of Taxes attributable to the Digital West Cable (determined as the fraction of the single Digital West Cable over the total number of Cables), if the City is assessed and pays any Tax; provided Digital West shall not be liable for payment of any penalties, fines or interest payable with respect to such Taxes paid by the City, except to the extent any penalty, fine or interest is payable as a result of any negligent action or omission of Digital West. The parties shall cooperate to minimize adverse tax consequences and may, mutually amend this Agreement to improve their respective company's tax positions. 13.0 LIABILITY AND DAMAGES 13.1 EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF ANY CABLES, FIBERS, CONDUIT OR ANY SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED. THIS SECTION SHALL NOT APPLY TO HOSTED SERVICES PORTION OF THIS AGREEMENT. 13.2 The City shall exercise reasonable precaution to avoid damaging Digital West Cable and shall make an immediate report to the Digital West of the occurrence of any such damage caused by its employees, agents or contractors. The City agrees to reimburse the Digital West for all reasonable costs incurred by Digital West for the physical repair of such Cable damaged by the negligence of the City, however, the City shall not be liable to Digital West for any interruption of Digital West's service or for interference with the operation of Digital West's Cable, or for any other special, indirect, or consequential damages arising in any manner whatsoever out of the use of Conduit System or the City's actions or omissions in regards thereto and Digital West shall indemnify and hold harmless the City, its employees, agents and contractors from and against any and all claims, demands causes of action, costs, and attorneys' fees of whatever kind resulting therefrom. 13.3 Digital West shall exercise reasonable precaution to avoid damaging the City Cable and shall make an immediate report to the City of the occurrence of any such damage caused by its employees, agents or contractors. Digital West agrees to reimburse the City for all reasonable costs incurred by the City for the physical repair of such Cable damaged by the negligence of Digital West, however, Digital West shall not be liable to the City for any interruption of the City's service or for interference with the operation of the City's Cable, or for any other special, indirect, or consequential damages arising in any manner whatsoever out of the use of Conduit System or Digital West's actions or omissions in regards thereto and the City shall indemnify and hold harmless Digital West, its employees, agents and contractors from and against any and all claims, demands causes of action, costs, and attorneys' fees of whatever kind resulting therefrom. 13.4 Digital West shall indemnify, protect and hold harmless the City from any and all claims, demands, causes of action and costs, including reasonable attorneys' fees, which arise directly or indirectly from the construction and operation of Digital West's Cable, including but not limited to, taxes, special charges by others, claims and demands for damages or loss from intellectual property infringement, for libel and slander, for trespass, for unauthorized use of television or radio broadcast programs and other program material and from and against all claims, demands and costs including attorneys' fees for infringement of patents with respect to the manufacture, use and operation of Digital West's Cable in combination with the Conduit System or otherwise. 13.5 Digital West shall indemnify, defend, and hold harmless the City from any and all claims, demands, causes of action and costs, including reasonable attorneys' fees, which arise directly or indirectly from any work performed by the City that may be necessitated by the installation, maintenance, presence, use or removal of Digital West's Cable. 0 M 14.0 INSURANCE • 14.1 Without limiting any obligations or liabilities of Digital West under this Agreement, Digital West shall provide and maintain for the term of this Agreement, at its own expense, without reimbursement, insurance coverage in forms and amounts prescribed by the City in Exhibit C. 14.2 Digital West's insurance policies shall include the City as an additional insured. Digital West hereby waives all rights of recourse, including any right to which another may be subrogated, against the City for personal injury, including death, and property damage. Digital West's policies of insurance required by subparagraphs 14.1. through 14.3 shall be primary insurance and non-contributing with any other insurance maintained by the City. All policies are to provide the City with 30 days' prior written notice of cancellation or any material adverse change in conditions. Digital West shall provide the City with Certificates of Insurance issued to the City and additional insured endorsements evidencing coverage currently in effect upon execution of and for the duration of this Agreement. 14.3 Digital West shall be fully responsible for any deductible or self-insured retention amounts contained in its insurance program or for any deficiencies in the amounts of insurance maintained. 15.0 AUTHORIZATION NOT EXCLUSIVE The City shall have the right to grant, renew and extend rights and privileges to others not parties to this Agreement, by contract or otherwise, to use the Conduit System covered by this Agreement. 16.0 ASSIGNMENTS OF RIGHTS 16.1 The City shall have the right to assign or transfer this Agreement at its sole discretion. 16.2 Except to Digital West's Affiliates, Digital West shall not assign or transfer this Agreement, any license issued pursuant to this Agreement or any authorization granted by this Agreement, and this Agreement shall not inure to the benefit of Digital West's successors or assigns, without the prior written consent of the City which consent shall not be unreasonably withheld. No assignment will be granted (or reasonably withheld) without 60 days' prior written notice furnished by Digital West to the City. 16.3 In the event such consent or consents are granted by the City, then the provisions of this Agreement shall apply to the assignee and Digital West agrees to bind such successor and provide proof of the successor's assumption of the obligations of this Agreement. 16.4 Digital West shall not sub -license to a third party the City's Conduit System, provided this Section shall not affect Digital West's right to use or offer capacity of Digital 10 West's Cable, nor its ability to grant rights of use to individual fibers in Digital West's Cable. Such action shall constitute a material breach of this Agreement. 17.0 FAILURE TO ENFORCE Failure of the City or Digital West to take action to enforce compliance with any of the terms of conditions of this Agreement or to give notice or declare this Agreement or any authorization granted hereunder terminated shall not constitute a waiver or relinquishment of any term or condition of this Agreement, but the same shall be and remain at all times in full force and effect. 18.0 TERMINATION OF AGREEMENT 18.1 This Agreement shall automatically cease and terminate whenever there is filed either by Digital West or against Digital West in any court pursuant to any statute, either of the United States or any state, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or a trustee of all or substantially all of Digital West's property, or whenever Digital West makes a general assignment for the benefit of creditors; provided, however, the City shall have the discretion to allow Digital West a reasonable period of time within which to settle, compromise, resolve or cure the circumstances leading to such termination. 18.2 Notwithstanding anything contained in Article 11.0, City shall have the right to terminate this entire Agreement or any license issued hereunder whenever Digital West is in default of any term of this Agreement, including but not limited to the following conditions: 18.2.1 If Digital West's Cable is used or maintained in violation of law or in aid of any unlawful act or undertaking; or 18.2.2 If any authorization which is required of Digital West by any governmental or private authority for the construction, operation and maintenance of Digital West's Cable is denied or revoked; or 18.2.3 If the insurance carver shall at any time notify the City or Digital West that the policy or policies of insurance, required under Article 14.0 hereof, will be canceled or changed and if a new policy meeting the requirements of Article 14.0 has not been provided, this Agreement shall terminate upon the effective date of such cancellation or change, unless the City elects to take such action necessary to keep the policy in effect; or 18.2.4 If any occurrence such as act of war, government action, Force Majeure or act of God causes either party, without fault or negligence, to be unable to meet any or all provisions of this Agreement. 18.3 The City will promptly notify Digital West in writing of any condition(s) arising under Article 18.2 above. Digital West agrees to take immediate corrective action to eliminate any such condition(s) and shall confirm in writing to the City within 30 days following receipt of such written notice that the cited condition(s) has(have) ceased or been corrected. If Digital West 11 fails to discontinue or correct such condition(s) and/or fails to give the required confirmation within a reasonable period of time, dispute resolution shall be pursued. If resolution of the dispute is pursued without success, either party may immediately terminate this Agreement. In the event of termination of this Agreement or any of Digital West's rights, privileges or authorizations hereunder, the City may remove Digital West's Cable within six (6) months of written notice of its intention to do the same, provided, however, that Digital West shall be liable for and pay all fees and charges pursuant to terms of this Agreement to the City until Digital West's Cable are actually removed from the City's Conduit System, and Digital West shall indemnify the City for such work in accordance with Article 13.4. 19.0 TERM OF AGREEMENT 19.1 This Agreement shall continue in effect for a term of five (5) years ("Initial Term"). Subject to applicable laws and regulations, either Party may terminate this Agreement at the end of the Initial Term by giving to the other Party written notice of an intention to terminate the Agreement at least six (6) months prior to the end of the Initial Term. Alternatively, this Agreement may be extended for up to six additional five (5) year terms upon the request and mutual agreement of the Parties. At least 6 months prior to any extension of this Agreement, the Parties shall review the terms and conditions of the Agreement and identify in writing any modifications that either party may propose. The Parties will confer over any proposed changes and attempt in good faith to reach agreement on any modifications. Any modifications must be approved by the City Council. Upon failure to give notice of termination or of request for extension, this Agreement shall automatically continue in force upon the same terms and conditions on a yearly basis ("Successive Term") subject to the same notice and termination procedure as the Initial Term. 19.2 Even after the termination of this Agreement, Digital West's responsibility and indemnity obligations shall continue with respect to any claims or demands arising from Digital West's occupation of the City's Conduit System or otherwise arising by Digital West's actions during the term of this Agreement. 20.0 AMENDING AGREEMENT; CHANGES IN LAW 20.1 Notwithstanding other provisions of this Agreement, the terms and condition of this Agreement shall not be amended, changed or altered except in writing and with approval by authorized representatives of both Parties. 20.2 If any legislative, regulatory, judicial or other governmental decision, order, determination or action, or any change in applicable law, materially affects any material provision of this Agreement, the rights or obligations of a Party hereunder, or the ability of a Party to perform any material provision of this Agreement, at Digital West's request, the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to applicable law. 21.0 NOTICES 12 21.1 Unless otherwise provided herein, all notices and communications concerning this Agreement shall be in writing and addressed as follows: If to the City City Manager City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 If to Digital West: 3620 Sacramento Dr, Suite 102 San Luis Obispo, CA 93401 Attn: Bob Fasulkey, Vice President of Engineering Email: metrofiber@digitalwest.net 21.2 Unless otherwise provided herein, notices shall be sent by certified U.S. Mail, return receipt requested, or by commercial overnight delivery service which provides acknowledgement of delivery. Such notices shall be deemed delivered: if sent by U.S. Mail, ten (10) calendar days after deposit, or if sent by commercial overnight delivery service, upon verification of receipt. 22.0 ENTIRE AGREEMENT This Agreement supersedes all previous agreements, whether written or oral, between the City and Digital West for placement and maintenance of Digital West's Cable in Conduit Systems within the geographical area covered by this Agreement; and there are no other provisions, terms or conditions to this Agreement except as expressed herein. 23.0 SEVERABILITY No provision of this Agreement shall be interpreted to require any unlawful action by either Party. If any Section of this Agreement is held to be invalid or unenforceable, then the meaning of that Section shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save the Section, it shall be severed from this Agreement with respect to the matter in question, and the remainder of the Agreement shall remain in full force and effect. However, in the event such a Section is an essential element of the Agreement, the parties shall promptly negotiate a replacement Section that will achieve the intent of such unenforceable Section to the extent permitted by law. 24.0 GOVERNING LAW 13 The validity, performance and all matters relating to the effect of this Agreement and any amendment hereto shall be governed by the laws of the State of California. Any action brought to enforce this Agreement or in connection with this Agreement shall be brought in a court of competent jurisdiction in San Luis Obispo County, California. 25.0 FORCE MAJEURE Neither Party shall be in default under this Agreement if any failure or delay in performance is caused by strike or other labor dispute; accidents; acts of God; fire; flood; earthquake; lightning; unusually severe weather; material or facility shortages or unavailability not resulting from such Party's failure to timely place orders therefor; legal inability to access property; condemnation or the exercise of rights of eminent domain; war or civil disorder; or any other cause beyond the reasonable control of either Party hereto. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. Notification shall be given by the excused Party to the other Party, of the cause and of the estimated duration, when possible. 26.0 INDEPENDENT CONTRACTOR The performance by the City and/or Digital West of all duties and obligations under this Agreement shall be as independent contractors and not as agents of the other Party, and no persons employed or utilized by a performing Party shall be considered the employees or agents of the other. Neither Party shall have the authority to enter into any agreement purporting to bind the other without its specific written authorization. The Parties agree that this Agreement does not create a partnership between, or a joint venture of the City and Digital West. 27.0 MISCELLANEOUS 27.1 The headings of the Articles in this Agreement are strictly for convenience and shall not in any way be construed as amplifying or limiting any of the terms, provisions or conditions of this Agreement. 27.2 In construction of this Agreement, words used in the singular shall include the plural and the plural the singular, and "or" is used in the inclusive sense, in all cases where such meanings would be appropriate. 27.3 This Agreement may be amended only by a written instniment executed by both Parties to this Agreement. 27.4 No failure to exercise and no delay in exercising, on the part of either Party hereto, any right, power or privilege hereunder shall operate as a waiver hereof, except as expressly provided herein. Any waiver by either Party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless and until agreed to in 14 writing by both Parties. 27.5 In the event of a conflict or difference between the provisions of this Agreement and any Exhibit, this Agreement shall prevail.. 28.0 COUNTERPARTS This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate on the day and year first written above. City of San Luis Obispo: J . Marx, Mayor U1119kig Elaina Cano, FiFy Clerk APPROVED AS TO Christine Dietrick, City Attorney 15 Digital West Ne rks: by: 1 : n.. L% ;�� 0.w► S Title: G6 p Exhibit A Page 1 of 3 O O £. 1p 00 V 01 tJi A W N N D FC �O OD V 01 (A A W N F+ n N C C 7 N A A G d �' i O s m O O .x 3 3 F m m - m n m o f N x 1 o ao °:I';:R::� na3....0 c o3i 0) CL vtn' s m m H mn+�mT o H O'SN V��'�• =O y m 3.CL 10 O f=D �d03a•'� N IZ R r 0 L N O O— a .O C. m O r) i `^ � mower 3 F� 0=oma»F d o m CL n. m wm v as IM 3 M n 3 CL c 1 n a c a:,w M = - !A d=o M< g �m�� m.e N S m DI O II H O M 0 cO O aJ m a' N m �, R O m S m O w O ria a, o v. .�-. m m A = C O A O» n 0 0 ami+ r) c� N CD X. c 7 0 O ^i II 3• ^. mC. 7M' O A m N m 2 me O N w 7 M ju .»m m m y m � a C. O m 3 0 _a n F+ m 'a S m> > a 00 c C, 0 r m m ao y NO O a C �. p < w m m m a 3< 3 Cn.. W m .. m o 0 O; > > W 0" v a w n S. C F G1 LA m e On m m m m om A o 0 w ' m 0 c a s d.. 3 a C= a m `�° w °' , Lei s m 3 O o » M M m C. 7 3 3 0, . O N N V O 7 0 F m 7 r m m 2 Si e an d (� m w m n of 7 N c W m p d S G lA ;w a' -'Yi -� 7 , 'C m N ZN 7 ,d,� c " m a N 7 0 7 m m G 1 C 00 f�D 3 M_ fu w CL F -c a n m° 00 0 F _ ami a = 0 aT �. a = o m o m o o N d m H Q 0" t S m m d O fD u�i C. W X N O. M 07 c o d m m Q)- n w n c C) rmi N O O m0 c 0 3 E a C' N S IRr�do 191 �t�rlsio,n 72 - -- -- GIGITALWEST !Me.'Gr�ofiibAr�;DtA1l�1Jl�S�.;N� a` w Exhibit A Page 2 of 3 iPTddU ROM Wmiaq South Higuera "eS 0.04 M OIGITALWEST ftIrafibef@ID;ICOTA1,11J-T v � 01 d C C- v x � o z o r" o fl t — �n o O1 d� o`a' o n 3 CL R 0 n — ^ O c ? n c A: N s c o O o. 0 o c K c 3 � eD N R Exhibit A Page 3 of 3 d. 0 Q 3 N X o N Q v o z Prado Road Extension 1805=z$l-070 Broad Street To Level 3 OIGITALWEST � 01 C C- v x � o z fl t — o O1 o`a' o n n — ^ O c G (`1 av 7 CLc o s c n n mm a c Q 1 fu � eD N 0 Q 3 N X o N Q v o z Prado Road Extension 1805=z$l-070 Broad Street To Level 3 OIGITALWEST Exhibit B Hosted Services OIGITALWEST Digital West Networks, Inc. Quote of Services Customer: City of SLO Date: 9/9/11 Term: 5 -year Quote#: 090911-SLOQ-TW Qty Description Monthly Setup 1 Virtual Hosted Server, Gold level $150.00 $75.00 1 Virtual Hosted Server, Platinum Level $225.00 $115.00 1 250 GB Additional LUN Storage $50.00 $0.00 1 5 TB Archival Storage - SLO $750.00 $0.00 1 FastE Metro Fiber IP Transit Failover Connection $1,800.00 $1,500.00 1 GigE Metro Fiber Private Pipe to DW Data. Storage $3,000.00 $500.00 1 Server/System/Network Monitoring Included 1 IP's supplied as needed Included $5,975.00 $2,190.00 { Additional Terms: • Virtual Hosted Servers are supported with the Digital West Cloud Infrastructure, fully redundant and secure. • DWNI will provide redundant power, HVAC, bandwidth and security, 24/7/365. • Gold Level VHS includes 1x 2.66 GHz vCPU, 60 Gig Storage, l Gig RAM • Platinum Level VHS includes 2x 2.66 GHz vCPU, 80 Gig Storage, 2 Gig RAM • LUN Storage via iSCSI connection and is fully redundant across 2 local SANs and one out -of -region SAN • Archival Storage provided on RAID reliable SAN with Near -line SAS drives, up to STB of monthly transfer. Additional storage can be added at $.15/GB per month. • DW Metro Fiber FastEthernet provides a full 10OMbps IP transit connection to Digital West's Internet Backbone. This circuit will be setup with BGP for failover scenarios when the City's main IP Transit line is unavailable. • DW Point to point GigE Metro Fiber pipe will connect your network directly to the Digital West Data Storage for a clean SGbps connection to your off-site data. • Included with the VHS and Metro Fiber is the DWNI System/Network/Security Monitoring. • All monthly and setup charges listed within this Quote will be offset under the terms and conditions of the MOU between Digital West and the City of SLO. 1st Month Setup Total VALUE OF SERVICES: $5,975.00 $2,190.00 $8,165.00 Quote was created by Tim Williams and is valid for 30 days from the date above Digital West 805.781.9378 www.digitalwest.net Initial: Exhibit C Page 1 of 3 Insurance Requirements 1.5 General iability and Automobile Liability Insurance: The Contractor shall maintain in full force and effect for the duration of this contract, bodily and personal injury, (including death resulting therefrom), property damage, and automobile liability insurance with an insurance carrier satisfactory to City. This insurance shall include, but not be limited to, protection against claims arising from bodily and personal igjury, including death resulting therefrom, and damage to property, resulting from any act or occurrence'arising out of Contractor's operations in the performance of this contract, including, without limitation, acts involving vehicles. A. of Insurance Coverage shall beat least as broad as: • Insurance Services Office Commercial General Liability. coverage (occurrence form CG 20 I0 gdor to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the 'tv). • Insurance Services Office form number CA 0001 (ed. 1/87) coveting Automobile Liability, code 1(any auto). B. Minimum Limits of Insurance Contractor shall maintain limits no less than: ' • General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project4ocation or the general aggregate limit shall be twice the required occurrence limit • Automobile Liability: $1,000,000 per accident for bodily injury and property damage The Contractor shall either. (1) require each of his subcontractors to procure and to maintain during• the life of his subcontract bodily and personal itgury liability and property damage insurance of the type and in the same amounts as specified above, or (2) hum the activities of his subcontractors in his own policy. 1.6 Endorsement Requirements: The following endorsements must be submitted with certificates of insurance. A. If the insurance policy covers on an "accident" basis, it must be changed to "occurrence". B. The policy must cover PERSONAL INJURY as well as bodily injury. C. BROAD FORM Property Damage Liability must be afforded. D. City must be named as an additional insured under the coverage afforded with respect to the work being performed under the contract. City's officials, officers, directors and employees and agents or volunteers shall also be included as additional insured. E. An endorsement shall be attached which states that the coverage is PRIMARI,y INSURANCE and that no other insurance maintained by City shall be called • upon Insurance Requirements Page 1 Exhibit C • Page 2 of 3 ivy 2b' i �PnozkEa 1993;x. i;'t`�q�u��l,�ir Policy Number: COMMERCIAL, GENERAL LIABILrfY THIS ENDORSNUM CHANGES THEPOLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS' (FORM B) -'This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY SCHEDULE Name of Person or Organization: CrIy4AN1�S DgP,d�fi F1iC%,1Y BOAIBj5, tSF) l�;P,`(3NTS A1tiTD AN3" UBCAI� l I Or f9�vIAN'CB. OF VpRf� FSR `TTI i OF SAN i;UX. O131SPO San l�us:Ol�yspo:tr� Q34Q,32 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section In is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work' for that insured by or for you. Coverage provided by this policy to the Additional Insured(s) shown in the Schedule shall be primary Insurance and any other insurance maintained by the Additional Insured(s) shall be excess and non-contributory, but only if required of the Named Insured and by written contract. CG 20 10 1185 Copyright Insurance Services OJMM Inc. 1984 Insurance Requirements Page 2 Certificate # 2032 Kq Exhibit C O Page 3 of 3 Policy Number. COMMERCIAL GENERAL LIABUM THIS ENDORSMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILTTy SCHEDULE Name of Person or Organization: Cf ' 6. ; ' t IS OBISPO T 8.E1 P�lth Street (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work' for that insured by or for you. Coverage provided by this policy to the Additional Insured(s) shown in the Schedule shall be primary Insurance and any other insurance maintained by the Additional Insured(s) shall be excess and non-contributory, but only if required of the Named Insured and by written contract. CG 20 10 11 85 Copyright insurance Services Office, Inc. 1984 Insurance Requirements Page 3 Certificate # 2032 N_�, qW A] council. Mw&`Dft9-20- 2011 agenda REpout �N=&r C I TY OF SAN LU 13 OR ISP O FROM: Michael Codron, Assistant City Manager Mary Bradley, Interim Finance and Information Technology Director Prepared By: Claire Clark, Economic Development Manager Steve Schmidt, Information Technology Manager SUBJECT: CITY COMMUNICATIONS CONDUIT AGREEMENT RECOMMENDATION Approve Agreement with Digital West Networks, Inc. for use of City communications conduit in exchange for labor involved with completion of a redundant City fiber loop and for other in-kind consideration as specified. DISCUSSION Background Over the past years, the Finance and Information Technology, Public Works and Utilities departments have worked together to place City -owned communications conduit in the ground while installing water and wastewater facilities. Conduit is the empty pipe that serves as the infrastructure to accommodate street and signal light copper wiring and cables as well as fiber optic communications cables. A large part of this conduit has been utilized for the City/Cal Poly joint fiber project. However, many of the City -owned conduits have available vacant space that could easily be leased to private communications companies. Spurred by the Google Initiative to provide access.to high speed fiber city-wide, City staff has been working on ways to facilitate greater broadband penetration in our community through rental of existing City conduit. The City's Information Technology (M division worked closely with our partners, Cal Poly via the Corporation for Education Network Initiatives in California (CENIC) and San Luis Obispo County, to determine ways to allow public-private partnerships to flourish. One result has been County access to some City fiber strands in exchange for connections to the City/County Library allowing better access to the County Department of Justice as well as tying together the City and County's Geographic Information Services (GIS) departments. Completion of a redundant fiber ring around the City, utilizing a City -owned vacant conduit between Broad Street and Prado Road is a long-term goal of the City and also furthers Cal Poly's needs for system redundancy. This practice of having alternative access to data systems is an important business continuity measure for the City. In April 2011, the Finance and Information Technology Department (F&IT) released a Request for Proposals (RFP) to lease City -owned communication conduit to private communication companies. The RFP established a standard "price per foot" to be negotiated once proposals were received. Staff anticipated realization of at least $40,000 per year for the Prado Road to Broad C8-1 City Communications Conduit Agreement Page 2 Street facility based on researching the subject. This revenue was built into the 2011-13 Financial Plan. Unfortunately, there were no responses to the RFP. Also in the 2011-13 Financial Plan, the Council adopted a Major City Goal in Economic Development to support creation of head -of -household jobs. Access to high speed fiber is a component of business' decision-making process when considering locations and growth opportunities. In our community and County -wide, the private company Digital West Networks, Inc. (Digital West) has been providing access to high speed fiber for businesses and is interested in expanding its fiber network to meet demand. Through creative arrangements with Cal Poly and the County, Digital West has been able to provide fiber access to businesses along Broad Street, nearing the airport, Downtown and on the Cal.Poly campus, including Cal Poly's research park, C3RP. It currently has contracts with several companies along the South Higuera corridor, awaiting installation of fiber from Broad Street to Mguera. Digital West is able to contract with AT&T to make the Broad Street to Higuera connection, but has chosen to work with the City to be a good neighbor and to further the goals of both entities despite the rigors of working with the City. Over the course of three months, an Agreement was negotiated with Digital West for the use of vacant City communication conduit running from the intersections of Broad Street and Capitolio Way to the City's Corporation Yard on Prado Road. Under the Agreement, Digital West will be permitted to pull its own cable in the City's conduit to facilitate connections from their network along Broad to businesses along Higuera. In exchange, and at no cost to the City, Digital West will pull Cal Poly/City-owned fiber optic cable and connect the City's Corporation Yard on Prado Road with the existing City fiber at Level 3 on Sacramento Drive, utilizing a span of conduit owned by Digital West crossing Broad Street. Level 3 is a major communications carrier which handles the majority of data on the West Coast and the Pacific Rim for government and private business. In addition, Digital West will place a cable to the computer room at Damon Garcia Field, affording the City direct access to the parks maintenance facility at that location. The value of this work is estimated to be approximately $50,000. Following installation, the City will be responsible for any on-going maintenance. This installation will also benefit Cal Poly by meeting its desire for a redundant loop to the already placed fiber ring infrastructure. In addition to completion of the fiber ring, Digital West has agreed to provide hosted services that will benefit the City. The hosted services will be in the form of five Terabytes of data storage space, City website server hosting, and a dedicated backup intemet connection. The value of these services is approximately $6,000 per month on an ongoing basis. In addition to the ability to defray new expenses, this approach allows the City to forego replacing and upgrading storage systems. It should be noted that all security protocols will be followed such that there should be no concerns for inappropriate access to secure data. High speed internet access is one of the requirements of businesses today. In our surveying, having access to reliable and fast intemet is a top issue for businesses, often noted as the most important issue for businesses in the City. Allowing Digital West to expand their network to the western side of the City via the use of City communication conduit furthers the Major City Goal C8-2 0 City Communications Conduit Agreement Page 3 in Economic Development by expanding access to one of the primary tools for doing business effectively. CONCURRENCES Public Works and Utilities concur with this recommendation. Connections to the Corporation Yard and completion of the fiber loop providing redundancy will positively affect their ability to provide services. FISCAL IMPACT The Agreement provides approximately $50,000 in one-time work associated with installation of the City -owned fiber by Digital West. The Agreement also provides hosted services valued at approximately $6,000 monthly and will defray budgeted expenses for storage in the amount of $15,000 per year over the next two years. Without this course of action, the City will have future costs of such installation to create redundancy when the City can afford to undertake the work. ALTERNATIVES Do not approve the Agreement with Digital West. This is not recommended because it will delay any current benefit from the vacant conduit to a time uncertain. ATTACHMENTS • Agreement for Installation of Conduit Use (to be provided under separate cover) • Fiber conduit map C8-3 AVA