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C-7274-1 - Telecommunications Account Agreement
Telecommunications Account Agreement Must include Service Agreement This Telecommunications Account Agreement (referred to as "Agreement' or "TAA") is made by and between U.S. TelePacific Corp, and/or its affiliated companies. ("TPx Communications", also referred to as "our, us, we"), and the Customer described below ("Customer" also referred to as "you, I"), pursuant to the TPx Terms and Conditions, to which you agree and which art included in summary herein (available in full at www.tpx.com/terms). Legal Name (Individual if Sole Business As (DBA) Composition: Corporation Tax 10 )wner Name ,t/Owner Name City of Newport Beach 3eneral Partnership _LP I C : Is Proprietorship (Do not enter personal Social Security No) State Organized: Title Title Service Address: 100 Civic Center Drive Newport Beach State: CA ZIP Code: 92660 Address (if different): State: ZIP Code: mer's Email Address: This Agreement you are signing with JU includes the Terms and Conditions set forth on our website at www.to%.com/terms, which are incorporated by this reference into the Agreement. Please refer to our website for the full statement of the Terms and Conditions to which you are agreeing. The summary below is only a reference guide and is not meant to change any of the Terms and Conditions. General — This section defines the Services for which you are contracting, how the prices for those Services are determined, acial conditions for rates and fees, such as expedite fees, how the rates, terms and conditions may be changed during the itract Term and any rights you have if those changes occur. Term, Billing and Payment - This section covers when the Agreement becomes effective, when the Term starts and renews, N additional Services, if any, are handled, how billing will occur and what is included, how a deposit may be required, what )pens if you delay acceptance of the Services, when payment of Invoices is due, how Invoice disputes are handled, late /ment fees, actions that may result from late payment or non-payment and the charge for returned checks. Customer Obligations — This section covers your responsibility for any of our property on your premises, for use of our Service I your message content, for compliance with our Acceptable Use Policy (which may change during the Term), for securing your I network against unauthorized use and access and that you have no right to rely on any oral or written statements of our ployees contrary to the Customer Obligations Terms and Conditions. Also included is your responsibility to pay any 3rd party dor charges and to arrange for disconnection and payment of charges related to the disconnection of any related services with r current carrier(s). Termination — This section states the rights and duties related to termination of Services or the Agreement, the renewal of the m, the fees charged for cancellation of an order for Services before the commencement of a Term, how a "material breach" of Agreement is handled, and whether a fee is incurred for termination of Services or the Agreement before the end of a Term and v it is calculated. 5. Warranty, Disclaimer, Limitation of Liability and Indemnity — This section limits your rights to impose liability for certain damages on us, disclaims certain implied representations and warranties, provides credit allowances under certain conditions for interruptions of Service and outages that you may claim, and defines your obligations, and ours, with regard to indemnity and defense of certain claims. Continued on page e070311 Section 2 Terms and Conditions Summary, continued 6. Miscellaneous Provisions — This section controls assignment and transfer of the Agreement and Services under it, the law applicable to the Agreement, an exclusion of liability for damages caused by us over which we have no control, how we resolve disputes under the Agreement, the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits, and any changes not signed by both you and us, what happens if any provision of the Agreement is found to be invalid or unenforceable, whether the headings of the sections and paragraphs are part of the Agreement, the effect of non- enforcement of any provision of the Agreement, haw we will give notice under the Agreement to each other, and a time limitation for the brinqinq of a facial action under the Agreement 7. Miscellaneous Provisions — This section controls assignment and transfer of the Agreement and Services under it, the law applicable to the Agreement, the exclusion of any understanding or other agreements from what is contained in the Agreement and its exhibits, and any changes not signed by both you and us, what happens if any provision of the Agreement is found to be invalid or unenforceable, whether the headings of the sections and paragraphs are part of the Agreement, the effect of non-enforcement of any provision of the Agreement, how we will give notice under the Agreement to each other, and a time limitation for the bringing of an action under the Agreement. 8. Service Guarantee — This section provides you with an alternative to continuing with our Services under the Agreement under certain conditions. Section 3 Acceptance BY PLACING YOUR INITIALS IN THE SPACE(S) PROVIDED, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE FOLLOWING ON THE DATE ENTERED BY YOU BELOW. Initial FULL TERMS AND CONDITIONS SET FORTH AT www.tpx.com/terms Initial E911 FOR VoIP SERVICES ADDENDUM SET FORTH AT www.tpx.com/E911-VOIP-Addendum.pdf Intal ITx FOR OFFICE 365 ADDENDUM SET FORTH AT www.tpx.com/ITx-Office365-Addendum.pdf AITx FOR WAN ADDENDUM SET FORTH AT www.tpx.com/ITx-WAN-Addendum.pdf Initial ITx SERVICES ADDENDUM SET FORTH AT www.tpx.com/ITx-Services-Addendum.pdf Initial ONESECURE ADDENDUM SET FORTH AT www.tpx.com/OneSecure-Addendum.pdf UCx CUSTOMER PROVIDED SIP DEVICES ADDENDUM SET FORTH AT www.tpx.com/UCx-Customer- Initia/ Provided-SIP-Device-Addendum.pdf UCx EQUIPMENT PURCHASE ADDENDUM SET FORTH AT www.tpx.com/UCx-Equipment-Purchase- Initial Addendum.pdf I ' a/ UCx EQUIPMENT RENTAL ADDENDUM SET FORTH AT www.tpx.com/UCx-Rental-Addendum.pdf I SERVICE LEVEL AGREEMENTS (SLA) SET FORTH AT www.tpx.com/sla Initial x VIA I HE EMAIL ADDRESS PROVIDED IN SECTION 1 By signing below, the person signing on behalf of Customer personally represents and warrants to TPx that he or she has the authority and power to sign on behalf of Customer and bind Customer to this Agreement (and the Terms and Conditions incorporated by reference). TPx agrees to provide, and the Customer agrees to receive and pay for, those services at locations set forth on the Service Agreement (attached), including any services on subsequent Service Agreements and subsequent changes as long as those changes meet TPx's minimum requirements. THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WAIVES C RTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. This Agreeme t shall become a binding contract upo e e it n Cu oma acceptance by TPx. X )6/11 Agreed by: Customer Signature Dat elf Customer Name (Print) Title Sales Representative Name Phone Accepted by: Sales Manager Signature Date APPROVED A3 TO FORM: Attest CITY A7T ICE L or, V, Harp City Attorney Leilani I. Bro , MMC, City Clerk ,0]031] c -�I aK Date: �'�"1• I� 9I7AOFN% Section 2 Terms and Conditions Slimmary continued Miscellaneous Provisions- This section controls assignment and transfer of the Agreement and Services under If, the law icable to the Agreement, an exclusion or liability for damages caused by us over which we have no control, how we resolve utes under the Agreement, the exclusion of any understanding or other agreements from what is contained in the Agreement its exhibits, and any changes not signed by both you and us, what happens if any provision of the Agreement is found to be [Invall d or unenforceable, whether the headings of the sections and paragraphs are part of the Agreement, the effect of non- rcement of any provision of the Agreement, how vre will give notice under the Agreement to each other, and a lime limitation for dnoino of a legal action under the Agreement iscellaneous Provisions - This section controls assignment and transfer of the Agreement and Services under It, the law applicable to the Agreement, the exclusion of any understanding or other agreements from what is contained In the Agreement and Its exhibits, and any changes not signed by both you and us, what happens If any provision of the Agreement Is found to be invalid or unenforceable, whether the headings of the sections and paragraphs are part of the Agreement, the effect of non -enforcement of any provision of the Agreement, how we will give notice under the Agreement to each other, and a time limitation for the bringing of an action underthe Agreement. 8. Service Guarantee- This section provides you with an alternative to continuing with our Services under the Agreement under certain conditions. Section 3 Acceptance BY PLACING YOUR INITIALS IN THE SPACE(S) PROVIDED, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREED TO THE FOLLOWING ON THE DATE ENTERED BY YOU BELOW. Initial FULL TERMS AND CONDITIONS SET FORTH ATvnnv.tpx.coMferms Initial E911 FOR VolP SERVICES ADDENDUM SET FORTH AT www.tpx,00mlE911-VOIP-Addendum.pdf lain al ITx FOR OFFICE 385 ADDENDUM SET FORTH AT wwtv.tpx.comllTx-Of iice385-Addendum.pdf ✓ t ITx FOR WAN ADDENDUM SET FORTH AT wvnv.tpx.com/ITx-WAN-Addendum.pdf Initial ITx SERVICES ADDENDUM SET FORTH AT twvtv.tpx.comIITx-Services-Addendum.pi f Initial ONESECURE ADDENDUM SET FORTH AT vivnv.tpx.conVOneSecure-Addendum.pdf UCx CUSTOMER PROVIDED SIP DEVICES ADDENDUM SET FORTH AT w%w..lpx.coialUCx-Custemer- IniUat ProNded-SIP•Device-A— idum.pdf UCx EQUIPMENT PURCHASE ADDENDUM SET FORTH AT twnv.(px.conJUCx-Equipment-Purchase. Initial Addentlum.pdf 1 ' at UCx EQUIPMENT RENTAL ADDENDUM SET FORTH AT vnvw.tpx.comiUCx-Renial•Addendum.pdf ✓ i 1 SERVICE LEVELAGREEMENTS(SLA)SET FORTH AT wvnv.tpx.com/sla Initial ADDRESS PROVIDED IN SECTION 1 x VIA 1 HE ERAT17— By signing below, the person signing an behalf of Customer personally represents and warrants to TPx that he or she has the authority and power to sign on behalf of Customer and bind Customer to this Agreement (and the Terms and Conditions incorporated by reference). TPx agrees to provide, and the Customer agrees to receive and pay for, those services at locations set forth on the Service Agreement (attached), Including any services on subsequent Service Agreements and subsequent changes as long as those changes meet TPx's minimum requirements. THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH REQUIRES THE BINDING ARBITRATION OF ANY AND ALL DISPUTES AND WANES CE�jRTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. This Agreeme t shall become a binding contract upo(9�e$eculi nn(ryy Custome n acceptance by TPx. I Agreudby: Customer Signature Dat 6', Customer Name (Print) ;,t/ /�iwr✓`/` �JC'�tlii'1 Tille (f Sales, Representative Name 1�r �Ct�! Phone ��%An\X1G/x Accaa<�b : al M n er Sig atu "k \ - nar., , i _ q r _ f •i APPROVED AS TO FORM: CI7YATT S IfE or.r Aaran G. Hvp, CRyAttOrnay 4070317 Iv I Attest Ulan! I. BO , MMC, City Clerk t Plate: Service Agreement/Netshork Service Order v12.08.17 Quote/Order lD: IG121117 Section 1 Customer Information Account Number (existing actl) 122951 Company Legal Name City of Newport Beach Doing Business As (DBA) Contact Name Contact Title Telephone Number Fax Number Service Addreas: 100 Civic Center Drive City Newport Beach State CA Zip Code 92660 E-mail Section 2 TP, Si... TPx will provide Cuslaner with the spurred (We and amount of Services at the ales, and terms and coni sided balow. and Castanet mall accept and pay for Services under the Terms aM Condin ns to which Customer added on Ne Telecommunications Account Agreement that 9ovems this Service Agreemen /Networ, Service Order. Description of Services Seleat Term Quaver, Length (Yrs) Monthly Record, Charge (MRC) Non Recurring Charge (NRC) MRC Total NRC Total 100M Tier 1 Access IDDM Per 1 Pod Intemef Per 1 Bandwldth Blast Promo Rewn6 Fee Mona ed 3ervicoa Router 100 3 Year 3 Year 3Year 3 Year 3Year 3 Year 1 1 1 1 1 1 $1,]59.82 $1,100.00 $100.00 $0.00 $0.00 $30.00 500.00 $0.00 $0.00 $0.00 $200.00 $OAO $1,759.62 $1.100.00 3100.0 0.00 $0.00 $30.00 $500.00 $0.00 $0.00 $0.00 200.00 $0.00 ITx for WAN - Salt Install ITx for WAN -O limum MPLS Connectivi 100 3Year 3Year 3 Year 1 1 1 0.00 $160.00 $50.00 $50.00 $100.00 $0.00 50.00 150.011 50.00 $50.00 $100.00 $0.00 Second TPx Circuit 3Year 1 $0.0$0.00 0.00 0.00 Failover 20M Tier l A2e.. Failover 20M Tier 1 Pod Failover Internet Ter l Failover BatMwidth Blast Promo 3Year 3Year 3Year 3Year 1 1 1 1 752.46 $500.00 Vi 0.00 500.00 $0.00 $0.00 $0.00 $]52.40 $500.00 $100A0 $0.00 $500.00 0.00 $0.00 $0.00 Pi 100M Per/ Appears Discount Pi 11 Per 1 Pon Discount 3Year 3 Year 1 1 $1,005.00) $872.08 ($50o.00) $0.00 ($1,005.00 ($6]2.08 $50o.00) $0.00 Pi Internet Discount Pi Failover 20M Par 1 Access Discount Pi Failover 20M Per l Port Discount Pi Failover Internet Discount 3 Year 3 Year 3Year 3 Year 1 1 1 1 ($55.00) 365.00) 11500.00 $45.00 $0.00 ($500.00 $0.D0 $0.00 ($55.00 365.00 $500.011 $45.00 $0.110 $500.00 $0.00 $0.00 Renewal 3 Year 1 0.00 $0.00 0.00 si SubTDta1: $1,700.00 $350.00 LDAC, EUCC and EUCL Char ea: $0.00 $0.00 Federal, State and Local Taxes and Other Crime- will be applied in accordance with the definition. and, at www b x.com/rata. IN wi WHEREOFeachP,Mheratol)[.cau.etlipiServlce A9rearmnt/Network Service Order area executed by i6 duly authorimd representative. / Agreed by: Customer Signature - Data Customer Name (Print) Title 949-7777112 Michelle Cheverton Lett SLles R entad Nem Phone 12/14/17 Agraliel by Sales M n ar Sig nature c Data _.. The priding contaltwd In this earvla Apmmm6Natwpd Sank, Order Is MM far W de, from b bar 11. 1011, APPROVED AS TO FORM: CITY BY: A7 OC�4�� Aero11 C, HarPr City Attorney T� Customer Contact Authority TPx Communications has an obligation, and Customer has a right, under federal or state law to protect the confidentiality of your Customer Proprietary Network Information. (CPNI). CPNI includes information relating to the quantity, technical configuration, type, destination, location and amount of use of the services Customer purchases from TPx. You can help prevent unauthorized access to that information by indicating below the parties authorized to access that information. Authority Levels: R/W/A: (Read/Write/All) Grants full authority to request information and place orders. Includes access to usage and network configuration. RNV/B: (ReadNVrite/Bill) Grants authority to ask questions about billing issues and request bill related changes. RIM, (Read/Wrte/Orders)' Allows access to information about the network configuration and is authorized to place orders including reconfigures, moves, adds, changes, new locations, etc. R/T: (Readf rrouble) Can report trouble on accounts and receive network configuration information. rrnnur t`r:uuunr numon rwumorizea Sl nee - Name �ieI164�C/-�DS i G,SF/Title /% p�t`RA-77d4s fG/tjIS0 ono[ send market!nge Phone lC�/ergp 9y% �G• y7 '"3D�a Cell Email .awbSo@ 4cA• 60 Authority Level: RWA RW6 R R Alternate Primary Account Authority Name 0%�,W%E. Title ,r� }� ir. Neno r- CZ6- send marketino e Phone 9y-lyy-31&3 Cell 97ry67Q-�7a3Email 'behsie @n6c�r. a� Authority Level: RWA RWB R R Agent Contact Company Name Name I Title Phone - Cell I Email Duration: This installation Term of Authority Level: RWA RW6 R R Voice Vendor Company Name Name Title Phone I Cell I Email Duration: This installation Term of Authority Level: RWA RWB R R Data Vendor Company Name Name Title Phone Cell Email Duration: This installation Term of Authority Level: RWA RWB R R "I grant permission to TPx to provide access to CPN/ to the authorized account contacts listed above subject to designated level of authority - Company Legal Name: City of Newport Beach Account Number: 122951 Printed Name: �/t- _ L- T4&4-- i[('O' Title: Authorized Signature: � � r� b Q •/� ,�L�j , �, Date: I 4 a' I r 7 APPROVED AS TO FORk4mail: Scan signed documents and and send to customercare@tpx.com Fax 866-88991.2088 CITY A R I Y'�OFF Aaron C. Harp, City Attorney 040117 ADDENDUM TO TELECOMMUNICATIONS ACCOUNT AGREEMENT This Addendum to Telecommunications Account Agreement ("Addendum") is made as of the 1u day of December 2017, by and between U.S. TelePacific Corp„ a California corporation, d/b/a TPx Communications (f/k/a TelePacific Communications), whose address is 515 S. Flower Street, 47th Floor, Los Angeles, CA 90071-2201 ("TPx") and City of Newport Beach, a California municipal corporation and charter city, with offices at 100 Civic Center Drive, Newport Beach, CA 92660 ("Customer"). This Addendum amends and modifies that certain Telecommunications Account Agreement between TPx and Customer signed by Customer on theday of 20_ and any exhibits thereto ("Agreement"), as follows_ 1. Based on the volume of Services ordered by Customer and the competitive conditions in the marketplace for telecommunications services, TPx hereby agrees to provide Services to Customer pursuant to Terms and Conditions and rates applicable to the Agreement as modified below based upon Customer purchasing additional Services ("Additional Services") for a three (3) year term ("Initial Term") as set forth in the TPx Service Agreement. Customer agrees to continue existing services ("Existing Services") only on a month-to- month basis as set forth in the TPx Service Agreement, and as summarized in Exhibit 1 attached hereto. 2. Notwithstanding any provision in the Terms and Conditions of the Agreement to the contrary, in the event of any dispute or legal action arising under the Agreement as modified by this Addendum, the prevailing party shall not be entitled to attorneys' fees. 3. Notwithstanding any other provisions to the contrary in the Agreement as modified by this Addendum, at the end of the Initial Term, the Term of this Agreement and all Additional Services provided hereunder shall renew only on a month-to-month basis for a maximum of an additional twelve (12) months unless either party notifies the other party in writing at least thirty (30) days prior to the end of the then -current Initial Term or renewed month of the intent not to allow any or all of the Additional Services to renew. If the parties have not negotiated a new Service Term by the time that Customer completes the Initial Term for the Additional Services and subsequently completes eleven (11) monthly renewal Terms for Services, Customer shall provide TPx with thirty (30) days written notice of termination of Services. The Existing Services shall terminate on the dates set forth in the TPX Service Agreement as summarized in Exhibit 1. 4. Notwithstanding any provision in the Agreement or this Addendum to the contrary, in no event shall the amount of money paid by Customer for the Services under the Agreement exceed One Hundred Twenty Thousand Dollars ($120,000.00). 5. All of the other provisions of the Agreement shall remain in full force and effect. 6. Execution of this Addendum by TPx and the individual signing on behalf of TPx below is a representation that such signatory has the legal authority to bind TPx to the provisions of this Addendum and that TPx may legally perform such Services for City as set forth in the Agreement, as amended and modified herein. In witness thereof, the parties have caused this Addendum to be executed as of the date first mentioned above. APPROVED AS TO FORM: CITY ATTOr OFFICE Date: / A By: Aaron C. Harp City Attorney ATTEST: Date: �l CITY OF NEWPORT BEACH, a California ianicipal corporation Date: By: Carol Jacobs Assistant City Manager U.S. TELEPACIFIC CORP., a California corporation doing business as TPx Communications Date:12/18/17 By: el/u J. �--By Leilani I. Brown Mike McMorrow City Clerk Manager of Premier Accounts EXHIBIT I I ADDITIONAL SERVICES N.cffpdondl laav WMITsmI a n0ty Monthly R..,ft Non Reanf, Non MR Total (3M)FMae OMrge lMRc) O m. (NRC) MRC TOIN NRC TOnI Madmum Sub -Total U.A. Charge Charge (ILnOar Month to Date 1/5/2018 1 MRC $495.53 HRC 1 ri a 100 r1Po0 4Yex 1 259 1.2 1259.6 sw+m llet OneNet Continuity I 1100.00 00 1100.0 0.00 0.ti Mera0e filevl Promo .-, 4Y 1 10000 . 500 16000 30 -r n aYowex 1 51061.00 SO.a) 1.661 00 Mane MfieMroa Rwnar 00 4Yax 1 11/30/2022 1 200. 0.0. ]00.004 ]00.00 ITebr WON.3ep lnalell Y.. 1 32000 , MOD $500.53 ITa br PN- Ilmyn ONeNet- I O Marigold 1 3.00 3W.0D 30.00N.00 M L9nn f0 4Yex Month 150.00 10'00 10.00 100. $1,982.12 4Tear 1 50.00 Seats TPa G Wit Fallwer 20MTx Raese IYeef I 4Yeer I 1 0. 00 50.00 Faliwx MMTxiPM 4Y r 1 375.46 .00 25.46 mem FaIlMrlmamel 4Yeer 1 600. .00 500.00 3000 0 PimR allwaf h evl dYea 1 i 00 3.00 100.00 Man 1. O.OD 1.00 1000 P -N: 100M nx 1 Rana DbauN Px P N: IMMner l ipxOum aYwr 1 (3220.00 13500.01 (3120.001 ISSOO.D01 P N:InMmal almlM 4YOx 15500.06 Sow (3500.06 30.00 R allonr er 0 mnl 4Yeer1 520.00 30.0) 330.00 5000 e lgYf W I PWt MAI Y, 4 Yeer 1 1 6 500.00 e6.00 a,M alwer Memel aaenl 550000 .011 000 4 v er 1 25.00 5000 5,00 v .00 •letaal Eagaaon OeW 1,1113MM33 eubTotal: f1,700.0 $350.00 8u1,Tolais 561,600.0 $360.00 EXISTING SERVICES Deecrilelon of SOMIC011 Te Sm moodmum quantity Monthly Non MR Total Tenn (EXPI tion Recurring Recurring Madmum Sub -Total Charge Charge OneNet-300051h Ave, Month to Date 1/5/2018 1 MRC $495.53 HRC CDM Month $495.53 $578.13 OneNet Continuity Month to 1/5/2018 1 $8000 W/3G-30WS5' Aye, Month $80.00 $93.33 COM OneNet-3029 Ocean Month to 11/30/2022 1 $500.53 Blvd., CDM Month $500.53 $24,025.44 ONeNet- I O Marigold Month to 3/30/2018 1 $495.53 Ave, CDM Month $495.53 $1,982.12 IISTFI FP.n1 NSANr1FFP CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) F06/30/2018 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 Los Angeles, CA - Center Drive - HUB International Insurance Services Inc. 6701 Center Drive West, Suite 1500 Los Angeles, CA 90045 CONTA NAME:CT Kieshaun Smith PHONEFAX (AIC, No, Ext): (310 ) 568-5935 (A/C, No): EbmDRlEss: kieshaun.smith@hubinternational.com INSURERS AFFORDING COVERAGE NAIC # 07/01/2018' INSURER A: Travelers Property Casualty Company of America 125674 EACH OCCURRENCE $ 1'000'000 INSURED INSURER B: Travelers Indemnity Company of Missouri 140282 I. I.S.TelePaciflc Holdings Corp. DBA TPx Communications INSURER C: GEN'L AGGREGATE LIMIT APPLIES PER: X POLICYX JECT :71LOC OTHER: 515 South Flower Street, 47th Floor INSURER D: INSURER E: Los Angeles, CA 90071-2201 INSURER F: LIABILITY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY Cl � oDed - X Coll Ded - $1,000 SSUMBOORELLA COVERAGES CERTIFICATE Nt1MRER! RFVISInN N1IMRFR- 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 LTRA TYPE OF INSURANCE ADSDL'SUBR WVDPOLICY NUMBER POLICY EFF POLICY EXP LIMITS X I COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X H6609512B584TIL18 07/01/2018' 07/01/2019 EACH OCCURRENCE $ 1'000'000 DAMAGETORENTED 1,000,000 PREMISES Ea occurrence Is MED EXP (Anv one erson $ 10'000 PERSONAL & ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICYX JECT :71LOC OTHER: GENERAL AGGREGATE $ 2'000'000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE JXXANY X LIABILITY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY Cl � oDed - X Coll Ded - $1,000 SSUMBOORELLA H8102D499496TIL18 07101/2018 07/01/2019 COMBINED SINGLE LIMIT 1,000,000 Ea accid nt $ BODILY INJURY Per erson $ BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ Is A X LIAB ! X EXCESS LIAB OCCUR CLAIMS -MADE � � CUP1J487871 07/01/2018 07/01/2019 t EACH OCCURRENCE 7 $ 2'000'000 AGGREGATE $ 2,000,000 DED I X I RETENTION $ is A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A HJUB9512B58418 07/01/2018 07/01/2019 X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE EI $ 1'000'000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Newport Beach and its officers, officials, employees, and agents are named as additional insureds per attached. Primary and noncontributory wording per attached. GL Waiver attached. WC Waiver attached. City Of Newport Beach City Manager's Office 100 Civic Center Drive Newport Beach, CA 92660 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 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD U.S. TelePacific Holdings Corp. Policy Number: H -660 -9512B584 -TIL -18 Policy Term: 07/01/18-07/01/19 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage — Ex- ception To Expected Or Intended Injury Ex- clusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured — Employees And Volun- teer Workers — First Aid G. Who Is An Insured — Employees — Supervi- sory Positions H. Who Is An Insured — Newly Acquired Or Formed Organizations I. Blanket Additional Insured — Owners, Manag- ers Or Lessors Of Premises J. Blanket Additional Insured — Lessors Of Leased Equipment PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE — EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: K. Blanket Additional Insured — Persons Or Or- ganizations For Your Ongoing Operations As Required By Written Contract Or Agreement L. Blanket Additional Insured — Broad Form Vendors M. Who Is An Insured — Unnamed Subsidiaries N. Who Is An Insured — Liability For Conduct Of Unnamed Partnerships Or Joint Ventures O. Medical Payments — Increased Limits P. Contractual Liability — Railroads Q. Knowledge And Notice Of Occurrence Or Of- fe nse R. Unintentional Omission S. Blanket Waiver Of Subrogation B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a, Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or C "property damage" resulting from the use of rea- sonable force to protect any person or property. (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g„ Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION CG D417 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY [-COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilotto any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I - Cover- age A - Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion - All Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section I I I- Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION III- LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract' in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a Lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract'; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property dam- age" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV - COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.11b. of SUPPLEMENTARY PAYMENTS - COVER- AGES A AND B of SECTION I - COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liabity Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS - COVER- AGES A AND B of SECTION I - COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. Page 2 of 6 ;c0 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office,lnc. with its permission. F. WHO IS AN INSURED - EMPLOYEES AND VOLUNTEER WORKERS -FIRSTAID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers" , other than an employed or volunteer doctor , in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION II -WHO ISAN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION III- LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED -EMPLOYEES -SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION I I -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co - "employee" in the course of the co -"employee's" employment by you arising out of work by any of COMMERCIAL GENERAL LIABILITY your "employees" who hold a supervisory posi- tion. H. WHO IS AN INSURED - NEWLY ACQUIRED OR FORMED ORGANIZATIONS Thefollowing replaces Paragraph4. of SECTION II - WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION I I - WHO IS AN INSURED of the Global Companion Commercial General Liability Coverage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you arethe sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organiza- tion. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal in- jury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. I. BLANKET ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMIBES Thefollowing is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- ises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: CG D4 17 01 12 C, 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J. BLANKET ADDITIONAL INSURED -LESSORS OF LEASED EQUIPMENT The following is added to SECTION 11- WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED - PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACTOR AGREEMENT The following is added to SECTION I I- WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED -BROAD FORMVENDORS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide inthe written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, orthe substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products'; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Page 4 of 6 :0 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office,lnc. with its permission. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WH06 AN NSURED - UNNAMED SUBSIDI- ARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO B AN INSURED - LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II -WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section I I- Who Is An Insured. 0. MEDICAL PAYMENTS -NCREASED LIMITS The following replaces Paragraph 7. of SECTION III -LIMITS OF INSURANCE: COMMERCIAL GENERAL LIABILITY (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract' in the DEFINI- TIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract' in the DEFINITIONS Section is de- leted. Q. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION V - COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such 'occurrence" or of- fense must be given as soon as practica- ble only after the 'occurrence" or offense is known to you (i you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an 'occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such occurrence" or offense must be given as soon as practicable only after the 'occurrence" or offense is known by: 7. Subject to 5. above, the Medical Expense (a) Any individual who is: Limit is the most we will pay under Coverage (i) A partner or member of any part - C for all medical expenses because of "bodily nership orjoint venture; injury" sustained by any one person, and will be the higher of: (ii) A manager of any limited liability (a) $10,000; or company; CG D4 17 01 12 CC, 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (Iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV —COMMERCIAL GENERAL LI- ABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 of 6 10 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Ofrice,lnc. with its permission. POLICY NUMBER: H -660 -9512B584 -TIL -18 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 TRAVELERS WORKERS COMPENSATION ONE TOWER SQUARE AND HARTFORD, CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) -16 POLICY NUMBER: HJUB9512B58418 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: ST ASSIGN: