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HomeMy WebLinkAboutSPECTRUM NLP, LLCCity of Santa Ana pt Clerk of the Council cc T i ce use Only AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No _ CLER' K OF .SHE C1;IUNCIE 9 °(-16 2 '2 d °M3: i Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with No. N-2019-180 was completed on Islici (List all amendments. Use space below if needed.) Department: Pep-Sor p a'Ya'y- -" and final payment has been made. Phone/Ext.: Signature: 4Sk kman Date: -7/ 9 t0 Revised: 10-18-16 N-2019-180 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE CLERK F C UNCIL DATE: SAP 19 SPONSORSHIP AGREEMENT WITH SPECTRUM NLP, LLC. 1 9 2Q19 FOR FIESTAS PATRIAS 2019 07 N-0 THIS SPONSORSHIP AGREEMENT is made and entered into this 1 Oth day of (,-4-1�`^) September, 2019 by and between Spectrum NLP, LLC, a Delaware limited liability company ("Sponsor'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City is producing its Fiestas Patrias in Santa Ana on September 14-September 15, 2019 ("Event") and desires to retain sponsors for the Event. B. Sponsor represents that it is able and willing to provide sponsorship for the Event. C. City and Sponsor desire to enter into this Sponsorship Agreement to identify each party's respective responsibilities for the sponsorship. D. Sponsor represents that it does not have any pending or open applications with the City that require discretionary approval. E. Sponsor represents that it is not adverse to the City in any pending or ongoing legal proceeding. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. CITY RESPONSIBLITIES In exchange for the sum specified in Section 3 below, City shall be responsible for providing the following: a. One 10 x 10 booth space for Sponsor; b. One 10 x 10 tent for Sponsor; c. Two (2) tables and four (4) chairs; d. One (1) electrical outlet and sufficient lighting; c. Sponsor's logo to be included on all Event promotional materials, on the Event stage jumbotron, and on the Event stage sponsorship banner. 2. SPONSOR RESPONSIBILITIES AND BENEFITS a. In exchange for the sum specified in Section 3 below, Sponsor shall be entitled to the following: (1) On Sunday, September 15, 2019 from 12:00 p.m, to 9:00 p.m., Sponsor can utilize booths for handing out branded giveaways; #8503v5 (2) Sponsor will provide one 10 x 10 branded booth for use by Sponsor at the Event; (3) Provide giveaways, pre -approved by City, to the public; and (4) Be designated by City as a sponsor of the Event. b. Sponsor shall be obligated: (1) Conduct giveaways only from two booths assigned to Sponsor (this includes booth brought by Sponsor); (2) Sponsor agrees that no food or drink will be given away at Sponsor's booths; (3) Sponsor will not film the Event firom the booth provided. C. Sponsor grants to the City the right to use Sponsor's tradenrark(s), trade nanre(s), logo designs and company descriptions as prepared and delivered to City by Sponsor in any medium ofadvertising, marketing materials, and/or promotional goods distributed in conjunction with the Event and in accordance with Sponsor's usage guidelines. 3. SPONSORSHIP FEE For its participation as a Sponsor for the Event, Sponsor shall pay to the City a sponsorship fee of seven thousand five hundred dollars ($7,500). The sponsorship fee is payable by Sponsor to City within sixty (60) clays following completion of the Event. 4. EXCLUSIVITY OF SPONSORSHIP This sponsorship is non-exclusive. The City may enter into other sponsorship agreements for this Event. 5. TERiYI This Agreement shall commence on the date stated above and continue through November 15, 2019, unless tcnninated as otherwise provided in this Agreement. 6. INDEPENDENT CONTRACTOR Sponsor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Sponsor performs the services which are the subject matter of this Agreement; however, the services to be provided by Sponsor shall be provided in a manner consistent with all applicable standards still regulations governing such services. Sponsor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. N$503v5 7. INSURANCE During the tenn of this Agreement, Sponsor shall maintain and shall require its subcontractors or agents, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Sponsor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Sponsor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and non-contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with California state law, Sponsor, if Sponsor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance, prior to commencing the performance of the work under this Agreement, Sponsor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Sponsor pursuant to this section: (i) Sponsor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City e. if Sponsor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. 8. INDEMNIFICATION To the fullest extent permitted by law, Sponsor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or i18503v5 damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner are related (directly or indirectly) to this Agreement or Sponsor's presence or activities at the Event (including the negligent and/or willful acts, errors and/or omissions of Sponsor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all ofthem). Notwithstanding the foregoing, nothing herein shall be construed to require Sponsor to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Sponsor. 4. CONFIDENTIALITY If Sponsor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Sponsor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like Importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential inforation disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement, The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Sponsor disclosed in a publicly available source; (c) is in rightful possession of the Sponsor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Sponsor without reference to information disclosed by the City. Ill. CONFLICT OF INTEREST CLAUSE Sponsor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with this sponsorship agreement. Should this sponsorship create a conflict of interest for the City, the sponsorship agreement shall be devilled null and void. If. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons; #$5030 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax:714-647.6956 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702-1988 Fax: 714-571-4221 And, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) Santa Ana, California 92702-1988 Fax:714-647-5212 To Sponsor: Spectrum NLP, LLC. 2345 Alaska Avenue El Segundo, California 900245 Phone: (310) 531-1493 Email: madeline.brickeyCdnarter.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the united States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Sponsor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be 118503v5 modified except by written instrument signed by the City and by an authorized representative of Sponsor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not Hind or obligate Sponsor or the City. Each party to this Ail ,reement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been matte by any party, or anyone acting oil behalfol'any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Sponsor, Sponsor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other Sponsors retained by City. 14. CANCELLLATION OR TERMINATION If, because of war, fire, strike, civil strife, government vogulatiun, natural catastrophe, an act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of City, the Event or any pall thereof is prevented from being held or is cancelled by City, City, in its sole discretion, shall determine and refund to the Sponsor its proportionate share of the balance of the aggregate sponsor fees received that remain after deducting expenses incurred by City and reasonable compensation to City. In no case shall the amount of the refund to the Sponsor exceed the amount of the fee paid. City reserves the right to cancel any portion of the Fvcnt, as it deems necessary and appropriate. Cancellation by the Sponsor will be accepted only in writing. In the event of cancellation by Sponsor, Sponsor will remain obligated for 100% of the sponsorship fee, and City will retain the right to seek and retain an alternate sponsor in City's sole discretion. 15. NONDISCRIMINATION Sponsor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, tennination or other employment related activities or any activities in connection with this Agreement Sponsor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. I& JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shalt be tictennuned and governed by the laws of the State of Cali forma. Both parties tiuther #8503v5 agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17, PROFESSIONAL LICENSES Sponsor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Sponsor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. PERSONAL BENEFIT TO CITY OFFICERS AND EMPLOYEES IS PRORBITED Sponsor must not confer a personal benefit, directly or indirectly, to any individual City officer or employee. 19. NO ENDORSEMENT Sponsorship shall not be deemed to constitute an endorsement by City of Sponsor, its services, products, officials, board members, or owners. 20, LIMITATIONS a. Etai�ti,L(9�r Lro_l. City retains the right to exercise full editorial control over the placement, content, appearance, wording, and design of sponsorship materials and messages, b. No Usc of City Lo 0 or Seal; This sponsorship agreement does not allow for the use of the City's seal or logo by Sponsor. C. Content: Sponsorship signage, materials, advertising, handouts, etc., provided by sponsor pursuant to this agreement shall not contain the following: (1) Obscenity; (2) Pornography; (3) Fighting words; (A) Fraudulent material; (5) Defamatory, libelous, or slanderous material; (6) Promotion of illegal drugs, tobacco products, gambling, or adult entertainment; (7) Political campaign speech, speech that supports or opposes a ballot measure or initiative, speech that supports or opposes any person running for political office. #85t13v5 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below has the power, authority and right to bind their respective parties to each of the terms orthis AV -cement, and shall indemnity City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall he incoriRwated as if fully set forth in the body of this AV -cement. c. The portions of this Agreement tare severable. Any invalidity, uoeniorecability or illegality ofany provision or provisions, shall not act to invalidate the entire Agreement. Each term or provision of this Agreement shall be construed to be valid and enforceable to the fullest extent of the law. IN WITNESS WHEREOF, the parties hereto have executed this Sponsorship Agreement the date and year first above written. A Clerk Of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: &k&n& �. 1 LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: LIS RUDLOFF Executive Director of Parks, Recreation and Community Services Agency 035030 CITY OF SANTA ANA KRISTIN _ R GE ---- City Manager SPONSOR Spectrum NLP, LLC By: Cha er Communicaticyiy, _ Name: �/`�' title: —, % Nu _ ACC OR CERTIFICATE OF LIABILITY INSURANCE DATE (YY) 9/s/z/5/2"�'D°Y" 019 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 have ADDITIONAL INSURED be provisions or 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 endorsements I. PRODUCER C CT MdiBh USA, INC. NAME: _. Charter Risk Management 701 Market Street, suite 1100 — PNONE 'FAX St. Louis, NO 63101 AQ E5_1:. certificaterequeste®charter.com INSURE 8 AFFORDING COVERAGE CbAPANY A: Nat one on re Ins o i"SSurgTi Pam— NAICe — ... _ _ _ 19445 _ INBURED Charter Communications, Inc. COMPANY B: New Hampshire Ineurance Company 23941 M AN'Y C: Comnarce an n ustry Insurance Company 19410 400 Atlantic Street Stamford, CT 06901 AN ce Proper y s-Caaua Ly Insurance company 20699 COMPANY e: AIU Ineurance Compeny------'— 19 9 COMPANY F: American Home Assurance Company 19380 COVERAGES cconcvnrc unsm�... anc»v THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED VISION TO THE INSURDENAMED ABOVEBFOR INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION CERTIFICATE MAY BE ISSUED OR OF ANY CONTRACT OR OTHER THE DOCUMENT WITH RESPECT POLICY PERIOD TO WHICH THIS 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 W9R ADDL -P PAID CLAIMS. LTR TYPEOF WSURANCE SR POLICY NUMBER LK:Y EFF POLICY EXP '-------- C X CONMERCUILGENERALLIABILPY GL 3629906 1/1/2019 /OD l/l/2020 LIMR9 EACH OCCURRENCE $ $1,000,000 CLAIMS -MADE n OCCUR AWN EE PREMISES Ea ne $ $500, 000 _j X MED EXP Anyone on) $ $30, 000 PERSONALSADV INJURY S $1, 000, 000 — GEN'L AGGREGATE LIMn APPLIES PER: GENERAL AGGREGATE $ 3, 000, 000 j� R POLICY �jEC PRODUCTS-COMP/OP AGO $ $3, 000, 000 `JLOC OTHER: OM NEED SI LE LIMIT $ 1,0 0, 000 A AUTOMOWLELIABILIIY A "l CA 1921838 (ADS) 1/1/2019 1/1/2020 A X At1T0 CA 1921839 (MA) Ea ealtlan0 $ JANY OWNED SCHEDULED CA 1921840 (VA) 1/1/2019 1/1%2020 BODILY INJURY (Per person) $ — — AUTOS ONLY AUTOS HIRED NO"AUTOS NED BODILY INJURY (Per acadent ) S _. AUTOS ONLY AUTOS ONLY LY PROPERTY DAMAGE r acdtlentl $ -- D _X UMBRELLALIAB OCCUR G28119616 004 :/1/2019 3/1/2020 EXCESS LIAB EACH OCCURRENCE S ' �_.. CLgIMS-MAOE� 'AGGREGATE ' OED RETENTION R OTH. $ WORKERS COMPENSATION AND EMPLOYERS'LIABILTIY See second pace Eor °/1/2019 I/1'2020 Y/N AFFICE EMBR/PARTNERIE%ECUNVE RE%CLUOE07 ® NIA policy information. information. -/1/2019 1/l/2019 1/l/2020 1 /1/2020 ST TUTE ER E,L EACH _ $5,000, Mandatory (Mandatory In NH) InN Ryes,IPTION undo' : /1/2019 -/3/2019 1/1/2020 1Ji/2020 ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ 000 —�5'D00,000 DESCRIPTION OF OPERATIONS below 1/l/2019 '1/l/2020 'E.L. $5, 000, 000 S IExcess NC OH ($SM Retention) XWC 45955666 (QSI OH) ./1/2019 DISEASE -POLICY LIMIT S F1 Id020 i Employers, Liability $s,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD161,Addiennal Remmusumdula, maybeetbdlatl NmoreepagisnaA"dJ Please see page 2 for additional insureds and any additional language. CERTIFICATE HOLDER .....__.. -_._.. City of Santa Ana Risk MaP3p 20 Civic Center Plaza KE Santa Ana, CA 92702 ABy 131019 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIMI)REPRESENTATIve �I Tosepn M. Lee )"�o r'/ /�y// /a ©1988-2016 ACORD CORPORATION. All rights reserved, ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC #: A ADDITIONAL REMARKS SCHEDULE Page of AGENCY One Federal Street NAMED INSU2lED BcStOn, MA 02110 USA Charter Cocumnications, Inc. 400 Atlantic Street Stamford, CT 06901 EFFECTIVE DATE: Q1�Q1�2O19 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liah; 1 i f-1 TY,�,,,--r,..e City of Wants Me Risk Management Division, City of Sant. Me, its officer.employee., .....B, voluntnra ado r.pra.mcativee are added a. MLicln.l xh..mad to the CutserClal Oenerel Liability Polity Ma only with ...Want. to the re enrttemn nta of the written ntrIen er aguetent with the NuA amed xured. Iditloul :n-uCad status becannv t efecti" the written contract or egre.ment is fully executed, Thia Inmate.. I. Primary and n - avory Over my txi,u,g inauz.nce end limited oa liactl icy arisLp tome 0f the opantio m f the arced lnroa eibu ad what- required by written contract. wOPK6NS COW.ATIM: POLICY IIM MRTIW Insurer Policy Number Matti" Date Hnpira[ton Dste 9 B ID12231. (NYI 1/1/2011 1/1/2020 P we NC 14122397 IMA,NO,NA,N:,NY) 1/1/3019 1/I/2620 P NC 14122390 (Ce) IL, RY, NC,dM, NJ, PA, IIT, VA, Vf) 1/1/2019 1/1/2020 9 NC 14122399 (CA1 MC 14123400 02 .11/201. 1/1/2020 0 WC 141 1111 9L1 I/1/2019 l/1/2020 1/l/2419 1/l/2020 :nuurer 0: Minnie National Insurance Company Charter Cone—i--1-on, Inc. branded spectrum, Bpectrvm Business and Spectrum anterpriae ado xtmir sub.ldiaries, ens laced, affiliated .M Inteareland .mpnie.. Nocrolied or majority Imra than 501) owed pertnervhips, ilmfta' iiab111Cy Oompaefeq in .at only in (or it. aubsiditrlee' interest 1-1 my other pmnerabipa or loin[ v r limited liability wmpanf ne; Mtere.c In (Or Its subvidfe[iu' interest in) srcanpany or m9salretfon toning unti rtit. .time wanagemone o ntrol; - Any entity or petty required to be insured .der any emieracc or my now eclat, way have fowl agreemmc .Rich prev y exl.ted, or may h.[nfter he Crested ee Brenn BTo.dMnd Reldln�. rrr v.-.�. n vi � _ __ _ aCG'ai[ad. Charter gent ... el, LLC[' I Colorado, t I, LLC tend NC-CCD, LLC , Charter Piberlink HN�CCO. LLC, LLC, Charter Plberlink WC-CCO, LLC Cium,mx Plberlink T%-CCO, LLC CharLei me, Pa mho Rrelecabl0, a California LiNLed Partnersat hip , Heeetow T.�1LLI, H; Time Warner Cable LLC , a.im-ance Media LLC, Rifkin AcguisihlM Parmarv, P[dfic West, LLC. Sl--I[um Security, LLC, BpaOttwe BeuGhueG, LLC The Mgl (Aolorad ) LLC, Tips Warner Cable Information Sarvivu Inzl[.q, LLC Tte (Colorado) L[.C, Time Warner Ostia Intormtln mien (Ravafi). LLC, Tlae �Illincivl. LLC, Time Marnei Cable Inf.t.Cln "_I.. lindlanal. LLC, Tina Nentuckyl. LLC , Tiro Warner Cable nInfeuatin 8arvluv 1141ne1, LLC, TlTimeIWIdllgl, LLC, Ties Cable Inforatin 6e ,W. IMis*hmmll, LLCTie Nampahirel, LLC, Time Warner Cable infonpacin S.rvlee. (Pew ..raw,' Lic T l. IPenneylvenlal C LLC •Time M[rn r Cableormation K..h Informatl. ..,Jr.. f5outh perclina service- (Temp, LLC , Tim W.mer Cable lt9mmWC10. services IVlzginlalr sereicea (,.atvlrginlal, LLC, Time Warner Cable Itorm tie. 5... Joe. I," Northeast LLC, TMC Nlnfniatxett. LLC, 51st" a Advanced Services, LLC, .,at' Time Nanez Cable PY.1.w, LLC and Of Nntms, LLC, Brealw, Broadband of Utah, LLC, Bresnan Broadband f N9rmflg, BeMhoh"tgrb LnfCCtow" lOn S-zvlc-- (I-1i1anaRt 4LLUCsegrlght Nwninformation Net—,, infozmaticn CC xichlga::, LLC , CC Oyetem, LLC, CCO BOC.l 1, LLC, CM BOCal II, LLC, Charter t-r Co®nniC.tlm. Boterraineent II, LLc , Charter CpvwlC.ti.ne &,[ertaLMee,[ VI,, m harter C—,I.Io. I-- V1, L.L,C., M-1.r Crn,nnlcatin.. LLC ,bark.r Pthe[l,ok better Plberlink - xaryLM IL LCC, Ch-1— Plberlink Mich{gan. LLC, Charter NVylvnla, LLC. Charter Pn;erllNi - TemMan, LLC, CMztsr BibO[litc G-Crt LLC , 2. Ltq CAn 2- PLMzlink LA-CN, LLc, Charter Plberlink q-CM, LLC Charter Plberlink PIM[I1nk W-CNTI, LLC, Charter Plberlink Hy-CCO, LLC Charter Pila[1iox OB-CCYr, rk VA-00o `.LC, Charter Pibarllek W M. LLC , Chezter Plberl Lnk NA-CCVII, LLC, Charter '.I. Li -red Partnership , salt. Cablevf.lOn, a California Limiter Partnership . itlon Co. :.<. Long Beach LLC, Warn. Cable Amammlacm, L. L.c., 1a1111Ce LLC , Ian va.it :taMro T-able, LK are CLrum Grnf Coast, LLC. Bpeetrvm mid-Mmrim :P, L.P., Tib "roar Cable 6ntarp, LLC , petcr,s. rin. LLC, Time Narnwr Cabia tnferrL& . lime :able Intc-rnLl. 6arvlcee ICalifomlel, LLC, Ttge N[m.r Cable Ir,fo[vtisn 9ervlcn Ibie ihfor—ti. Permits. Iidahm), LLC, Tine Werner Cable Iofor rbf.m 6etvicn ta Ibl.elnfo.meti.. Commits. (Wseath....he) TLLC, NTlm[Na[nbar f.blampfom.6tlen 8ezvtcee Xamaz Cable Ipf.;-m.cl. Bervlen INebzaAkal, uc. Time Warner Cable Infozan[f. Berrie[. IN. e Warner Cable :n:Onnt1. S.rvlcta Has Meeicol, LLC. Time Warner Cab,. fnfn[eatlea 6a:vlcaa LLCMTime H.ra- eabltoInformation WervicnLlTal L., TimLIC..reer Cab.. CablelInformation, ion i )i LC- TimeCMa,oez Cab atHanaeLLCC. Time Warner CablNewiYepWarner Cable ork City LLC, TimeevW[rnlrn'able Captive Holdirns, LLC, Sibmtrum NLP, LLC, Wpeotrom RAW, LLC, Spectca, TV 3... otiel.. LLC, Md any tn[ph—ti.a or other buslmea o[panlration ether than a joint venture in Mich CM1n nmmM INnred .Rom in the declarations hoe oz acquire[ dor,M the policy Per iod en eon , hip of re than .01 and which L. dgaiciled within GM plfcM atatas of Amrlca it. territories or Pours -ions, Puerto Alto or '..ad.. 2008 ACORD The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GL 362-99-06 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Peraonlal Or Oreanizetionlsl: ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. �mrormabon required to complete this Schedule if not shown shove, will be shown in the Declarations. A. tiecbon It - who Is An Insured is amended to include as an additional Insured the person(s) or organization(si shown in the Schedule, 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; or 2. In connection with your premises owned by or rented to you. However: 1. The Insurance afforded to such additional insured only applies to the extent permitted by law, and 2. If coverage provided to the additional insured CG 20 26 04 13 L4. 1�qy is required by a contract or agreement, the insurance afforded to such additional insured wfll not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most ve wilt pay on behalf of the additional insured 1., the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; Whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 0 Insurance Services Office., Inc., 2012 Page 1 of 1 ❑ This endorsement, effective 12:01 A.M. I/l/2019, forms a part of Policy No. 3629906 issued to Charter Communications, Inc. by Commerce & Industry Insurance Company ADDITIONAL INSURED - PRIMARY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4, Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and non-contributory Insurance. 74434 (10/99) �4�