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(iv) Company's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (b) Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its City Council, its officials, officers, employees, representatives, agents and volunteers for losses arising from work performed by Company for the City. (c) All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 10.1.5 Acceptability of Insurers Insurance shall be placed with insurers with a Best's rating of no less than A: VII. 10.1.6 Verification of Coverage. Company shall furnish the City with certificates of insurance and with endorsements effecting coverage required by this Article. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete certified copies of all required insurance policies at any time. 10.1.7 Indemnification Not Limited Any insurance required to be obtained and maintained by Company under this Agreement shall not limit in any way Company's indemnification obligations under Article 9 of this Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 Representations and Warranties. Each party represents and warrants that it has the full right and authority to enter into, execute, deliver and perform its obligations under this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, creditors' rights and general equitable principles. The Company represents and warrants that it has any and all authorizations and approvals from state and federal regulatory agencies including the California Public Utilities Commission and the Federal Communications Commission as are necessary for the activities and Facilities contemplated by the Agreement and that Company is in compliance in all material respects with its obligations under such authorizations. ATTY/AGR/2017.035/ZAYO GROUP, LLC —FIBER OPTIC FACILITIES REV: 02-14-17 JS Page 12 of 16