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HomeMy WebLinkAboutMagellan Advisors LLC; 2019-12-17;Magellanjfi# ADVISORS MAGELLAN ADVISORS Portfolio of Services - BROADBAND FEASIBILITY STUDIES Community Needs Assessments Business Models & Financial Planning Market Analysis & Current Environment Design & Engineering Network Analysis & Inventory Opportunity, Risk & Benefit Analysis BROADBAND DESIGN ENGINEERING FTTH, FTTP, Metro & Long-Haul Fiber Routing, Switching & MPLS Fixed Wireless, Microwave & Wi-Fi Internet, Voice & Video Integration GPON Active Ethernet & WDM BSS/OSS Network Management Systems NETWORK IMPLEMENTATION (CONT.) Construction Management & Inspections Installation & Activations Operations & Customer Service PUBLIC POLICY & GOVERNANCE Right-of-Way Management Ordinance Dig Once & Joint Trench Policies Wireless Ordinance & Guidelines Telecommunications Master Funding Fiber Ordinance & Guidelines Internal & External Working Groups BUSINESS MODELS & PARTNERSHIPS Dark Fiber, Open Access, Triple Play Partner Recruitment & RFQs Feasibility Analysis of Business Models SMART CITY PLANNING Advocacy & Negotiation in Partnerships Asset Assessments Public-Private Partnership Development Smart City Solutions Needs Assessments Opportunity, Risk & Benefit Analysis Strategic Smart City Planning Vendor Selection SCADA Consulting IT Governance NETWORK IMPLEMENTATION Standards & Specifications Sales & Marketing Vendor Selection & Management PROJECT MANAGEMENT Procurement & Contract Negotiation Construction Management Network Commissioning & Certifica t ion Content Acquisition & Agreements Sales, Marketing & Business Development Business & Operations Management VI ~ z a::: UJ LL LL 0 UJ u > a::: UJ VI - www.magellan-advisors.com 3 2019 Magellan Advisors Magel/an'1# ADVISORS References South Bay Cities Coalition of Governments, CA: Fiber Master Plan and Implementation Contact: Jacki Bacharach I Execu tive Director I 310.293.2612 I jacki@southbaycities.org Magellan Advisors was retained by the South Bay Coalition of Governments to complete a Fiber Master Plan for 15 cities in the South Bay Region. The Fiber Master Plan Study was funded by the Workforce Investment Board through a workforce development grant and assessed the current state of workforce development and jobs retention in the region through focus group discussions with cities, businesses and anchor institutions. The Fiber Master Plan laid the foundation of the development of a fiber broadband infrastructure that will serve the cities in the region for economic development, workforce development and job retention. The study called for implementation of a regional network to expand broadband into the communities through a public-private partnership agreement. Magellan assisted SBCCOG in developing an RFP, selecting a partner, negotiating a contract, and securing funding for the regional network to begin construction in 2020. Our advisors will continue to assist the South Bay as trusted broadband advisors, managing initial deployment throughout network implementation, which will include the core fiber ring and connecting several dozen sites. City of Portsmouth, VA: Fiber Master Plan and Turnkey Implementation Contact: Daniel Jones I Chief Information Officer I 757-393-8398 ext. 2177 I jonesd@portsmouthva.gov In 2016, Magellan was contracted by the City of Portsmouth to develop a Fiber Master Plan aimed at connecting over 70 city and Portsmouth school facilities to significantly increase the amount of network bandwidth to each site, while reducing long-term operating costs. Magellan performed Enterprise Network Architecture and Design as part of the planning process, which identified a 46-mile fiber build, and an investment of over $8 million over the next several years. The City of Portsmouth has extended the contract with Magellan which includes full Design and Engineering services as well as Project Management/Construction Management for the turnkey implementation over a 5-year period. Adoption of the Fiber Master Plan led the City to budget over $8 million to implement the network as defined through this engagement. Additionally, Portsmouth contracted with Magellan to conduct a Citizen Connectivity Study in 2018 to assess the state of broadband in Portsmouth and how the city could best serve industry, businesses, and residents across the City. Magellan conducted residential and business surveys along with stakeholder interviews to determine key opportunities for use of the network. The outputs of the study, Connectivity Opportunity Cards, provided Portsmouth with an actionable framework for providing the greatest community value from the network. City of Rancho Cucamonga, CA: Fiber Master Plan & Turnkey Implementation Services Contact: Fred Lyn I Utilities Division Manager I 909-477-2740 I Fred.Lyn@cityofrc.us Magellan Advisors was retained by the City of Rancho Cucamonga, CA in 2016 to develop a Fiber Master Plan for the City. The city has consistently shown entrepreneurial spirit in past initiatives (starting electric utility, purchase of 16,000 streetlights from California Edison), and now in the deployment of high-speed, next-generation broadband services. The plan identified ways for the City to expand their existing fiber network, its extensive traffic assets, and additional investment to create a backbone network throughout the City's primary business corridors, and economic development zones. The network will support additional use by internal departments, community anchors, partnerships with ISP's, and the support for Smart City initiatives. Magellan worked with Rancho Cucamonga in development and solicitation of a RFI for Public Private Partnerships, and developed a roadmap and action plan that recommended the City/Utility formalize its broadband uti lity as a division of Rancho Cucamonga Municipal Utilities www.magellan-advisors.com 4 2019 Magellan Advisors Magellan. ADVISORS (RCMU). Magellan was subsequently contracted to perform full Network Design and Engineering services and full turnkey implementation services, including al l procurement, governance, network stand up and testing, data center design, public policy, marketing and branding, and integration of all ISPs into the network platform. Network construction is slated to begin Q2 of 2018. Adoption of the Fiber Master Plan has led the City to budget $12 million to execute the plan over a 6-year period. www.magellan-advisors.com 5 2019 Magellan Advisors Mag_ellanl(I# ADVISORS Scope of Services Project Managen1ent (PM) fo r Carlsbad's Fiber Network Implem entation Magellan Advisors will provide overall project management and oversight to the City of Carlsbad ("Carlsbad") for the implementation of Carlsbad's new fiber network. The network will be comprised of existing and newly constructed fiber infrastructure provided by Crown Castle per a negotiated dark fiber agreement. Once complete and operational, Crown Castle shall maintain the fiber network on behalf of Carlsbad. Construction is expected to begin in fiscal 2020. Magellan wi ll act as Carlsbad's owner's representative ("owner's rep"), handling all project coordination, overseeing project resources, managing schedules, identifying risks, and developing mitigation tactics, all while keeping Carlsbad up to date on progress and issues continually through project execution. Magellan Advisors begins all projects with an on-site project initiation / kick-off meeting with designated client staff, as soon as practical following contract execution. Magellan utilizes such meetings to accomplish project planning, identify information and document needs, exchange contact information, discuss communications protocols, discuss any recent developments and local considerations in a team setting, discuss scheduling and high- level project timelines and refine the project work plan as necessary, and to discuss any other subjects relevant to commencing the project. Magellan will establish and demonstrate use of the secure project management website where documents, discussions and comments can be exchanged and stored. Documents needed for review and analysis during the project (planning documents and project processing flows, network maps, co nduit, poles and other assets etc.) will be identified and collected (to the extent practical) by the Magellan team prior to and during this meeting. On behalf of Carlsbad and under the guidance of Carlsbad's Director of Information Technology (IT), Magellan will conduct the on-sit e kickoff meeting working with all key identified parties, including City of Carlsbad IT, Public Works and Finance departments, Crown Castle, Logicalis (Carlsbad's value-added reseller, providing electronics and supporting professional se rvices), and any other groups identified by Carlsbad. The first deliverable will be a baseline project plan which will be reviewed by all key stakeholders; this baseline schedule will be used to track progress, identify schedule and dependency issues, and provide a foundation for communicating progress. The project plan will inclu de all activities from kickoff meeting, through execution of Crown Castle dark fiber construction and implementation. The plan will include all activities related to logistics around electronics, including procurement, ordering and receiving, configuration specification, testing, staging and implementation. The plan will include tasks related to architecture, network design, and operational integrity. The plan will address all items related to testing and cutover into production for all sites. The plan will include considerations for cutting over facilities to the Crown Castle infrastructure in a timely and organized manner and then turning down legacy service currently provided to Carlsbad by AT&T. Finally, the plan will identify tasks related to documentation, support, and turnover to production. Our team will work to drive the greatest value and cost savings into the deployment to ensure the project is a success for Carlsbad, positioning the City for many years in having a reliable, cost-effective network that will provide high- speed efficient government infrastructure to enable Smart Cities activities. www.magellan-advisors.com 9 2019 Magellan Advisors Task 1. Project Management In providing project management to Carlsbad for this engagement, Magellan will: Coordinate and conduct on-site Kickoff Meeting with all key stakeholders; Develop and maintain detailed project implementation plan and schedule; Define project team, roles, responsibilities, and produce RACI chart; Magellan,,w ADVISORS Oversee all activities related to Crown Castle implementation, testing, turnover, and documentation of operational dark fiber network; Review and make recommendations on organizing permitting applications, forms and related documents to support streamlined review and approval for Crown Castle; Coordinate and schedule all project-related calls with appropriate personnel as required; Conduct weekly project status teleconference calls -reviews of tasks, timelines, action items, and issues. Oversee development of work breakdown structures for electronics configuration, testing and implementation; Prepare weekly project status reports for Carlsbad IT management and adjust project activities, milestones and resources for maintaining schedules, tracking issues, etc.; Conduct two on-site project meetings -kickoff and closeout; including reviews of tasks, timelines, action items, and issues; attendance by Carlsbad management requested; Oversee development of backup and maintenance procedures regarding Carlsbad electronics; Oversee development of documentation for electronics, fiber plant; Track overall quality management metrics for fiber installation and deployment of electronics; Track progress against all relevant Agreements, including with Crown Castle, with Logical is (equipment provider), professional services partner(s) (Logicalis, Cisco); Coordinate project schedules with other strategic Carlsbad projects (e.g. VOiP); Maintain Master Project Schedule; Review and recommend approval for payment of invoices; Conduct lessons learned post-mortem analysis; and Conduct project closeout meeting. www.magellan-advisors.com 10 2019 Magellan Advisors Magellan~ ADVISORS A ssumptions 1. Magellan Advisors will provide overall project management and oversight for the project. 2. Magellan assumes that the following tasks will be performed either by City of Carlsbad personnel, or by personnel of appropriate contracted parties: Tasks related to actual ordering of electronics; Tasks related to receiving, warehousing, movement and installation of electronics; Review and recommend for approval for invoice payment; Preparation of change orders; Installation, inspection and testing of dark fiber; Site and power preparation for electronics installation; Configuration, installation and testing of electronics; Migration and cutover from AT&T to private network; Requests for termination of AT&T services. 3. Magellan assumes that fiber network design and topology as defined by Crown Castle to City of Carlsbad (as of Sep 2019) is both complete and sufficient for Carlsbad purposes. 4. Magellan assumes that Professional Services Agreement (PSA) between Logicalis and Carlsbad to support configuration and implementation of electronics is sufficient. Magellan would like to review scope of that agreement prior to Carlsbad execution. www.magellan-advisors.com 11 2019 Magellan Advisors ~ MAGEL-1 {"IP ID· DL ACOR D " CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) ~ 03/28/2019 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 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 262-478-1000 SQ!'ff~CT Diane Larson Bruce Gendelman Co., Inc. Suite 101 r..::gNNEo Extl: 262-4 78-1000 I rffc Nol:262-478-1001 500 W Brown Deer Rd i~n~~ ••. dlarson@gendelman.com Milwaukee, WI 53217 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A, Phoenix Insurance Co 25623 INSURED INSURER 8 , Travelers Prop Cas Co of Amer 25674 ~~-9JJ~~ ~~ti,5e~rs, LLC INSURER c , Travelers Indemnity of America 25666 450 Alton Road #1402 INSURER D, Lloyd's of London Miami Beach, FL 33139 INSURER E, Lloyd's NAIC# AA 1122000 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. NOT'MTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VVITH 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. IN~ TYPE OF INSURANCE .~.~.D~ ~.\l!!l POLICY NUMBER POLICY EFF POLICY EXP LIMITS T A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -□ CLAIMS-MADE 0 OCCUR Q~!/f.9.~I9c~ENTED 50,000 X 16608K446321 04/12/2019 04/12/2020 s -MED EXP /Anv one oersonl s 5,000 --PERSONAL & ADV INJURY $ 2,000,000 4,000,000 ~L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s POLICY □ m?r □ LDC PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: s ✓ A AUTOMOBILE LIABILITY -~~M~~~"SINGLE LIMIT s 2,000,000 AI-NAUTO 16608K446321 04/12/2019 04/12/2020 BODILY INJURY /Per oersonl s -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY IPer accidenll $ X ~LWsoNLY X ~8fas'1>¾1.~ F'89~~di;,~,~AMAGE $ ->-- s B X UMBRELLA LlAB MOCCUR EACH OCCURRENCE $ 1,000,000 -CUP8K473520 04/12/2019 04/12/2020 1,000,000 EXCESS LIAS CLAIMS-MADE AGGREGATE s ./ OED I X I RETENTION s 5,000 s C WORKERS COMPENSATION x mi,ITI= 1 I ,PJH-AND EMPLOYERS" LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ~ UB8K601189 04/12/2019 04/12/2020 E.L. EACH ACCIDENT s 1,000,000 N/A f/ff~~~~~~~~~1 EXCLUDED? E.L. DISEASE -EA EMPLOYEE $ 1,000,000 ~;~~r~~ O~PERATIONS below E.L. DISEASE -POLICY LIMIT s 1,000,000 D PROFESSIONAL LIAB B0621PMAGE000819 04/12/2019 04/12/2020 EA CLAIM 2,000,000 $25,000 DEDUCTIBLE AGGREGATE 2,000,000 / DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Carlsbad is included as an additional insured under general liability coverage as required by written contract or agreement. CERTIFICATE HOLDER CANCELLATION CITCA03 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: Maria Callander 1635 Faraday Avenue AUTHORIZED REPRESENTATIVE Carlsbad, CA 92008 ~~--I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NOTEPAD INSURED'S NAME MaQellan Advisors, LLC Breach Response Coverage ("Cyber Liability") Carrier: Lloyds of London Policy Number: W240Fll90201 Po licy Term: 4/12/19 to 4 /12/20 MAGEL-1 OP ID: DL Limits of Liability: $2 ,000,000 Data & Network Liability $2,000,000 Regulatory Defense & Penalties $2,000,000 Payment Card Liabilities & Costs $2,000,000 Media Liability PAGE 2 Date 03/28/2019 MAGELLAN ADVISORS, LLC POLICY NO: I6608K446321 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury'' caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. If, and only to the extent that, such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional Insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section Ill -Limits Of Insurance. b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury'' arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury" or "property damage" caused by "your work" and included in the "products-completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" is brought against the additional insured: CG D2 46 0419 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV -Commercial General Liability Conditions. Page 2 of 2 © 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 0419 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance pemiits 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. d. Primary And Non-Contributory nsurance If RequlrecfBy Written Contract If )'Cl,! specifically agree in a written contract or: agreement that the Insurance afforded to an Insured uncler this Cowrage Part must apply on a primary Disis, or: primary ~ _;:=-== contributory oasis · ms nee !§J>l'lmary o other insurance that Is available to s ured ~ich cown such insured as a naiiiicl Insured and we will not sh · to.at other insurance, prolli<leafhat (1) The •bodily lnju!)" or•~ d~• for: wnlch ~ is sought occurs; and (2) The ~al and adwirtlsing Injury" fa, ~ich coverage Is sought Is caused by offense that Is committee!; subsequent to the signing fl that tract agreement l:iy you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: Magellan Advisors, LLC Policy No: I6608K446321 a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any infomiation 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 additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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 claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 201 7 The Travelers Indemnity Col!llany. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Magellan Advisors, LLC Policy No: I6608K446321 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTENDENDORSEMENT 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 coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Who Is An Insured -Unnamed Subsidiaries B. Who Is An Insured -Employees And Volunteer Workers -Bodily Injury To Co-Employees And Co-Volunteer Workers C. Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies D. Blanket Additional Insured -Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement E. Blanket Additional Insured -Broad Form Vendors F. Blanket Additional Insured -Controlling Interest PROVISIONS A. WHO IS AN INSURED UNNAMED SUBSIDIARIES 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 Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or 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 similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense 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 interest of more than 50% in such subsidiary. G. Blanket Additional Insured -Mortgagees, Assignees, Successors Or Receivers H. Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Premises I. Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Operations J. Blanket Additional Insured -Granters Of Franchises K. Incidental Medical Malpractice L. BlankefWaiver Of Subrogation For purposes of Paragraph 1. of Section II -Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. B. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -BODILY INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1 )(a). (b) and (c) above do not apply to "bodily injury" to a co-"employee" while in the course of the co-"employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" while performing duties related to the conduct of your business. CG D1860219 ~ 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services o mce. Inc. with its permission. COMMERCIAL GENERAL LIABILITY C. WHO 15 AN INSURED -NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES 1. The following replaces the first sentence of Paragraph 3. of SECTION II -WHO 15 AN INSURED: Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. 2. The following replaces the last sentence of Paragraph 3. of SECTION II -WHO 15 AN INSURED: For the purposes of Paragraph 1. of Section II -Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. 0. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II -WHO 15 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. Occurs subsequent to the signing of that contract 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 agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. E. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II -WHO 15 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 respect to liability for "bodily injury'' or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed 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 vendor will be the minimum limits that you agreed to prmnde in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose 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, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, adjustments, 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 products"; or (6) "Your products" that, 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 on behalf of such vendor. Page 2 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG 01860219 Includes copyrighted material of Insurance Services Office, Inc., with its pennission. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. F. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION 11 -WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II -WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. G. BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver 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 its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising Injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and COMMERCIAL GENERAL LIABILITY b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. H. BLANKET ADDITIONAL INSURED GOVERNMENT AL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or 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", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. CG 01860219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY I. BLANKET ADDmONAL INSURED GOVERNMENT AL ENTITIES -PERMrTS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or 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", "property damage" or "personal and advertising injury'' arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury'', "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products-completed operations hazard". J. BLANKET ADDITIONAL INSURED GRANTORS OF FRANCHISES The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that grants a franchise to you is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' arising out of your operations in the franchise granted by that person or organization. If a written contract or agreement exists between you and such additional insured, the limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. K. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II -WHO IS AN 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 providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, occupational therapist or occupational therapy assistant, physical therapist or speech- language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury'' or "property damage" ansmg out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. Page 4 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG 018602 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing <:Y dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" COMMERCIAL GENERAL LIABILITY to any person to the extent not subject to Paragraph 2.a.(1) of Section II -Who Is An Insured. L. BLANKET WAIVER OF SUBROGATION he following Is added lo Paragrapfi 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the Insured has agreed in a contract or agreement to waive that lnsured's right of recovery against any person or organization, we waive our right of recovery against such person or gganizatlon, but only for payments we make (pecause~ •· •Bodily injury■ occurs; or •property damage• that 6. •Personal and adverllslng lnjurY" caused l:Jy) an offense that Is committed; subsequent to the execution of the contract or agreement. CG 01860219 © 201 7 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.