the Parties agree that BE's cooperation with HT pursuant to
this Section 2.11 shall not require BE personnel to travel (including to Hawaii)
or to present
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testimony or to attend any hearing, deposition or meeting of the HPUC.
This
Section 2.11 does not affect in any way BE's individual obligations to respond
to any subpoenae or other lawful requests made by the HPUC directly to BE in
conducting its investigation and review in this Docket.
2.12.
INSURANCE AND RISK OF LOSS.
(A)
BE WILL, DURING THE TERM OF THIS TRANSITION
AGREEMENT, MAINTAIN IN FULL FORCE AND EFFECT AT LEAST THE FOLLOWING INSURANCE
COVERAGES, ON BEHALF OF ITSELF AND ITS AFFILIATES:
(I)
WORKERS' COMPENSATION AND EMPLOYERS'
LIABILITY, INCLUDING COVERAGE FOR OCCUPATIONAL INJURY, ILLNESS AND DISEASE, AND
OTHER SIMILAR SOCIAL INSURANCE IN ACCORDANCE WITH LAW (INCLUDING THE LAW OF ANY
LOCATION IN WHICH ANY BE EMPLOYEE PROVIDES TRANSITION SERVICES TO THE EXTENT
SUCH LOCATION EXERCISE JURISDICTION OVER THE BE EMPLOYEE) WITH WORKERS'
COMPENSATION COVERAGE AS REQUIRED BY LAW AND, WITH RESPECT TO EMPLOYERS'
LIABILITY COVERAGE, MINIMUM LIMITS PER BEEMPLOYEE AND PER EVENT (AFTER
SELF-INSURING THE FIRST $500,000) OF ONE MILLION DOLLARS ($1,000,000) AND A
MINIMUM AGGREGATE LIMIT OF TEN MILLION DOLLARS ($10,000,000) OR THE MINIMUM
LIMITS REQUIRED BY LAW, WHICHEVER ARE GREATER.
(II)
COMMERCIAL GENERAL LIABILITY INSURANCE,
INCLUDING PRODUCTS AND COMPLETED OPERATIONS, PREMISE AND OPERATIONAL LIABILITY,
PERSONAL AND ADVERTISING INJURY, CONTRACTUAL LIABILITY AND BROAD FORM PROPERTY
DAMAGE LIABILITY COVERAGES, ON AN OCCURRENCE BASIS, WITH A MINIMUM COMBINED
SINGLE LIMIT PER OCCURRENCE OF FIVE MILLION DOLLARS ($5,000,000) AND A MINIMUM
ANNUAL AGGREGATE LIMIT OF FIVE MILLION DOLLARS ($5,000,000). THIS COVERAGE WILL
BE ENDORSED TO NAME HT AS ADDITIONAL INSURED.
(III)
PROPERTY INSURANCE, INCLUDING EXTRA EXPENSE
AND BUSINESS INCOME COVERAGE, FOR "ALL RISKS" OF PHYSICAL LOSS OF OR DAMAGE TO,
INCLUDING CAUSED BY TERRORISM, OF BE'S BUSINESS PROPERTY AND EQUIPMENT USED IN
CONNECTION WITH THE TRANSITION SERVICES. SUCH INSURANCE WILL HAVE A MINIMUM
LIMIT ADEQUATE TO COVER RISKS ON A REPLACEMENT COSTS BASIS AND TIME ELEMENT
INSURANCE ON AN ACTUAL LOSS SUSTAINED BASIS.
(IV)
AUTOMOTIVE LIABILITY INSURANCE COVERING USE OF
ALL OWNED, NON-OWNED AND HIRED AUTOMOBILES FOR BODILY INJURY, PROPERTY DAMAGE,
UNINSURED MOTORIST AND UNDERINSURED MOTORIST LIABILITY WITH A MINIMUM COMBINED
SINGLE LIMIT PER ACCIDENT OF TWO MILLION DOLLARS ($2,000,000)OR THE MINIMUM
LIMIT REQUIRED BY APPLICABLE LAW, WHICHEVER LIMIT IS GREATER. THIS COVERAGE WILL
BE ENDORSED TO NAME HT AS ADDITIONAL INSURED
(V)
CRIME INSURANCE WITH A MINIMUM COMBINED
SINGLE LIMIT PER OCCURRENCE OF FIVE MILLION DOLLARS ($5,000,000).
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THE LIMITS SPECIFIED ABOVE MAY BE SATISFIED BY BE USING A SINGLE POLICY OR A
COMBINATION OF PRIMARY AND UMBRELLA AND/OR EXCESS POLICIES.
(B)
THE INSURANCE COVERAGES UNDER
SECTIONS 2.12(A)(I) THROUGH 2.12(A)(V) WILL BE PRIMARY, AS IT RELATES TO ANY BE
PERFORMANCE ON HT PREMISES WHERE BE IS NOT IN CONTROL OF THE PREMISES), AND ALL
COVERAGE WILL BE NON-CONTRIBUTING WITH RESPECT TO ANY OTHER INSURANCE OR SELF
INSURANCE WHICH MAY BE MAINTAINED BY HT. ALL COVERAGE REQUIRED BY
SECTION 2.12(A) WILL