Common Network Dark Fiber Network Agreement

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Type of Insurance Policy Limits Commercial general liability policy, combined single limit $2,000,000 Comprehensive automobile liability coverage $2,000,000 Worker's compensation Statutory For purposes of this Agreement, the foregoing insurance shall be referred to herein as "Required Insurance." (i) Qualifications of Insurers and Deductibles. All of the Required Insurance shall be issued by an admitted insurer or insurers as defined by the California 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 ($10,000.00) under each such policy. (ii) Additional Insured; Form of Endorsement. All liability policies for Required Insurance will be required to name City and its respective elected officials, officers, employees, agents and representatives as additional insureds by way of an endorsement. Prior to the effective date of this Agreement, Common shall furnish City with certificates of insurance in a form acceptable to City evidencing the Required Insurance coverage and duly executed endorsements evidencing such additional insured status. (iii) 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 City with at least thirty (30) days prior written notice. (iv) Primary Insurance Endorsement. All Required Insurance shall contain an endorsement providing that such insurance is primary and that any insurance maintained by City is noncontributory with the Required Insurance. All Required Insurance shall also contain language to the effect that any loss shall be payable notwithstanding any act or negligence of City that might otherwise result in the forfeiture of the Required Insurance. (v) Waiver of Subrogation. All Required Insurance shall also contain an endorsement providing for a waiver of subrogation against City by Common. (vi) Worker's Compensation. This policy or policies shall cover the entire liability of Common to employees as determined by California law. (vii) Comprehensive General Liability. General Liability Insurance must be Two Million Dollars ($2,000,000.00) combined single limit per event and annual aggregate for bodily injury and property damage liability arising out of all activities performed under this Agreement. e. Assignment. _ Company shall have no right to sublicense, assign or transfer this Agreement, or rights arising under this Agreement, except, Company shall have the right to assign this Agreement and all Site Agreements, upon notification to City, (a) to an entity who controls, is under common control of, or is controlled by Company, or (b) any person or entity that directly or indirectly acquires, through merger, sale of stock, purchase or otherwise, all or substantially all of the assets of Company. Exhibit B - 3 620\3201326.5