Agmt 2011 San Leandro Dark Fiber LLC (2)

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For purposes of this License, the foregoing insurance shall be referred to herein as "Required Insurance." 9.2. Qualifications of Insurers and Deductibles. All of the Required Insurance shall be issued by an admitted insurer or insurers as defined by the Califomia Insurance Code with a Bests' rating of no less than A:VII. The deductibles under each of the policies issued for. the Required Insurance shall be reasonable in amount and in no event shall exceed the sum of Ten Thousand Dollars (510,000.00) under each such policy. 9.3. Additional Insured: Form of Endorsement. All policies for Required Insurance will be required to name the City and its respective directors, officers, employees, agents and representatives as additional insureds by way of an endorsement. Prior to the Effective Date, SL Dark Fiber shall fumish the City with certificates of insurance in a form acceptable to the City evidencing the Required Insurance coverage and duly executed endorsements evidencing such additional insured status. 9.4. Cancellation Provisions. All of the Required Insurance shall provide (by way of endorsement or otherwise) that no cancellation, expiration, reduction or modification in such Required Insurance can occur or be implemented without first notifying the City with at least thirty (30) days prior written notice. 9.5. Primary Insurance Endorsement. All Required Insurance shall contain an endorsement providing that such insurance is primary and that any insurance maintained by the City is noncontributory with the Required Insurance. All Required Insurance shall also contain language to the effect that any loss shall be payable notwithstanding or negligence of the City that might otherwise result in the forfeiture of the Required Insurance. Waiver of Subrogation. All Required Insurance shall also contain an endorsement providing for a waiver of subrogation against the City by SL Dark Fiber. 9.6. Worker's Compensation. This policy or policies shall cover 'the entire liability of Contractor to employees as determined by California law. The policy shall contain a waiver of subrogation against the City. 9.7. Comprehensive General Liability. General Liability Insurance must be Two Million Dollars (S2,000,000.00) combined single limit per event and annual aggregate for bodily injury and property damage liability arising out of the Permitted Work to be performed under this License. 9.8. Certificates of Insurance. Prior to the commencement of the Services, SL Dark Fiber shall provide to the City certificates of insurance evidencing the obtaining of the Required Insurance as provided in this Article. ARTICLE X INDEMNITY 10.1. Indemnity. To the fullest extend allowed by law, SL Dark Fiber shall defend, with counsel reasonably acceptable to the City, indemnify and hold harmless the City, its agents, officers and employees (the "Indemnitees ") from and against any and all present and future 1677047v4 1 4 Lit San Leandro Fiber Optic License