LIABILITY AND AUTOMOBILE LIABILITY INSURANCE.
***Certain information in this exhibit has been omitted and filed separately
with the commission.
Confidential treatment has been requested with respect to the omitted portions.
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14.10.3.
CERTAIN SPECIFIC REQUIREMENTS.
VENDOR SHALL COMPLY WITH THE
FOLLOWING TERMS FOR ALL INSURANCE COVERAGE REQUIRED BY THIS SECTION.
(A)
VENDOR SHALL PROVIDE INSURANCE COVERAGE BY INSURANCE COMPANIES
HAVING POLICY HOLDER RATINGS NO LOWER THAN "A-" AND FINANCIAL RATINGS NOT LOWER
THAN "XII" IN THE BEST'S INSURANCE GUIDE, LATEST EDITION IN EFFECT AS OF THE
EFFECTIVE DATE.
SUCH INSURANCE SHALL BE WRITTEN WITH INSURERS OF GOOD STANDING
AND LICENSED TO DO BUSINESS IN THE LOCATIONS WHERE THE SERVICES ARE TO BE
PERFORMED.
(B)
VENDOR SHALL VERIFY THAT ALL OF VENDOR'S AGENTS, CONSULTANTS,
VENDORS, CONTRACTORS ARE INSURED AGAINST CLAIMS ARISING OUT OF OR RELATING TO
THEIR PERFORMANCE RELATED TO THIS AGREEMENT.
(C)
THE POLICIES DESCRIBED IN CLAUSES (B), (C), AND (D), OF SECTION
14.10.2 SHALL NAME NEXTEL, ITS SUBSIDIARIES AND AFFILIATES, DIRECTORS, OFFICERS,
AND EMPLOYEES AS ADDITIONAL INSUREDS ON A PRIMARY BASIS ARISING OUT OF OR IN ANY
WAY CONNECTED WITH VENDOR'S PERFORMANCE OF THIS AGREEMENT.
(D)
VENDOR HEREBY WAIVES AND SHALL CAUSE VENDOR'S INSURERS TO WAIVE
THEIR RIGHTS OF SUBROGATION AGAINST NEXTEL AND ALL ITS SUBSIDIARIES AND
AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES UNDER POLICIES DESCRIBED IN
SECTION 14.10.2 (A), (B), (C), AND (D).
(E)
THE INSURANCE POLICIES LISTED ABOVE SHALL BE SUBJECT TO THE LAWS
OF THE COUNTRY OR STATE IN WHICH THE SERVICES ARE BEING PERFORMED.
IN THE CASE
OF SERVICES PERFORMED OUTSIDE THE UNITED STATES AND WHEN REQUIRED BY LAW, THE
INSURANCE MUST BE PLACED WITH A COMPANY ADMITTED TO DO BUSINESS IN THAT COUNTRY.
(F)
THE FOREGOING INSURANCE COVERAGES SHALL BE PRIMARY TO AND
NON-CONTRIBUTORY WITH RESPECT TO ANY OTHER INSURANCE OR SELF-INSURANCE THAT MAY
BE MAINTAINED BY NEXTEL AND ITS SUBSIDIARIES AND AFFILIATES AND SHALL CONTAIN A
CROSS-LIABILITY OR SEVERABILITY-OF-INTEREST CLAUSE WHERE APPLICABLE.
THE FACT
THAT VENDOR HAS OBTAINED THE INSURANCE REQUIRED IN THIS SECTION 14.10 SHALL IN
NO MANNER LESSEN NOR AFFECT VENDOR'S OTHER OBLIGATIONS OR LIABILITIES SET FORTH
IN THIS AGREEMENT.
VENDOR SHALL SUPPLY CERTIFICATES OF INSURANCE DEMONSTRATING
THAT ALL OF THE INSURANCE REQUIRED ABOVE IS IN FORCE, THAT THE CARRIER SHALL
ENDEAVOR TO PROVIDE NOT LESS THAN THIRTY (30) CALENDAR DAYS' WRITTEN NOTICE
SHALL BE GIVEN TO NEXTEL PRIOR TO ANY CANCELLATION OR RESTRICTIVE MODIFICATION
OF THE POLICIES, AND THAT THE WAIVERS OF SUBROGATION ARE IN FORCE.
AT THE
REQUEST OF NEXTEL OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, VENDOR SHALL PROVIDE
A CERTIFIED COPY OF EACH INSURANCE POLICY REQUIRED UNDER THIS AGREEMENT,
PROVIDED THAT NEXTEL HAS BEEN NAMED AS AN ADDITIONAL INSURED ON SUCH POLICY
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AND THERE HAS BEEN AN OCCURRENCE FOR WHICH SUCH POLICY PROVIDES COVERAGE.
(G)
ANY SELF-INSURANCE, SELF-RETAINED LAYER, DEDUCTIBLES, AND
EXCLUSIONS IN COVERAGE IN THE POLICIES REQUIRED UNDER SECTION 14.10.2(B) AND
14.10.2(C) SHALL BE ASSUMED BY, FOR THE ACCOUNT OF, AND AT THE SOLE RISK OF,
VENDOR.
IN NO EVENT SHALL VENDOR'S LIABILITY