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The Foregoing Coverages Shall Include Broad Form All-States/Other States Coverage

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The Foregoing Coverages Shall Include Broad Form All-States/Other States Coverage - - The foregoing coverages shall include broad form all-states/other states coverage. The foregoing coverages shall be endorsed to include the insurer's waiver of subrogation in favor ofthe other party, its officers, representatives, agents and employees, a copy ofwhich shall be provided to the other party. Item 2 Certificates ofinsurance shall be provided to each party and must be effective before commencement of installation ofthe Installed Williams Fibers and shall remain in force until expiration or termination of this AGREEMENT. Such certificates shall provide that the coverages cannot be canceled or modified in coverage or amount without thirty (30) days' prior written notice to the other party. Item 3 Insurance provided pursuant to this Article shall name as additional insureds the relevant underlying property rights owners, as their interests may appear. Item 4 The presence ofsuch insurance coverage is not intended to and shall not in any manner limit the liabilities and obligations ofeither party hereunder. ARTICLE 23. FORCE MAJEURE. As used in this AGREEMENT, the term "Force Majeure" shall mean any occurrences beyond a party's reasonable control, which. by the exercise ofreasonable diligence, such party is unable to prevent Or avoid. The obligations ofeither party, to the extent that such obligations are affected by an event ofForce Majeure, shall be suspended during the continuance ofsuch event ofForce Majeure. Notwithstanding the foregoing, Force Majeure shall not delay or excuse USER's obligation to pay the USER Fee hereunder. Each party shall use its best efforts to remedy such event of Force Majeure with all reasonable dispatch and to minimize the effects thereof. ARTICLE 24. SOLE BENEFIT. This AGREEMENT is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and shall not be construed as granting rights to any person or entity other than the parties or imposing on either party obligations to any person or entity other than a party. ARTICLE 25. SEVERABILITY. In the event any term, covenant Or condition of this AGREEMENT, or the application ofsuch term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants and conditions of this AGREEMENT and their application shall not be affected thereby, but shall remain in force and effect unless a court holds that the invalid term, covenant or condition is not separable from all other terms, covenants and conditions ofthis AGREEMENT. ARTICLE 26. CONFIDENTIALITY. Item I The parties hereto agree, except as may be required to comply with any applicable law, regulation or order ofany goverrunental or other authority, to: MFSNT User Agreememfor lnnerdllci and Dark Fiber Page 15 (OjJ-SYSTA Segments) March 1, 1999 - a. maintain, or cause to be maintained, the confidentiality of the proprietary information or other confidential matters (hereinafter "Confidential Matters") of the other party and not disclose, or permit to be disclosed, any such Confidential Matters, unless authorized in writing by such other party; b. not use, or permit to be used, any such Confidential Matters, unless for the sole benefit ofsuch other party; c. restrict, or cause to be restricted, disclosure ofsuch Confidential Matters to those officers, employees and agents who need to know such Confidential Matters in the performance of work relating to the subject matter of this AGREEMENT (it being understood that such officers, employees and agents shall be informed ofthe confidential nature ofsuch Confidential Matters and shall be directed to treat such Confidential Matters confidentially and not use such Confidential Matters other than for the purpose described above); and d. take precautions necessary or appropriate to guard the confidentiality ofsuch Confidential Malters. Item 2 Neither party shall be required to hold confidential any information: I) which becomes publicly available other than through the recipient, 2) which is required to be disclosed, by a governmental orjudicial order, 3) which is independently developed by the disclosing party, or 4) which becomes available to the disclosing party without restriction known to it from a third party. Item 3 In the event that either party hereto becomes obligated to disclose Confidential Matters pursuant to an order ofany governmental or other authority, such party shall advise the other party and, jf requested by such other party and at such requesting party's expense, seek a protective order or other appropriate remedy that will permit such party to avoid such disclosure. In the event that such pro­ tective order or other remedy is not obtained, such party will disclose only that portion ofthe Confidential Matters as it is obligated to disclose pursuant to such order, and will use all reasonable efforts to obtain assurances that confidential treatment will be accorded to any Confidential Matters so disclosed. Item 4 The parties acknowledge and agree that money damages would not be a sufficient remedy for any breach ofthe provisions ofthis Article 26 and that the inj ured party shall be entitled to specific performance and injunctive reliefas remedies for any such breach. These obligations shall survive expiration or termination of this AGREEMENT for a period oftwo (2) calendar years. MFSNT User Agreement/or lnnerdJlc/ and Dark Fiber Page 16 (OjJ-NYSTA Segments) March 2. /999 - - ARTICLE 27. PRIORITY. In the event a conflict exists between the provisions of this AGREEMENT and any Exhibit, the provisions of this AGREEMENT shall prevail. MFS NETWORK TECHNOLOGIES, INC. (MFSNT) By <.¢'~;/ Li' Its: Pre.6:,,± Date: ------F"'f"-'-'--'---JJ."T'-'--'--"-------,lip"',"/ If},) 1'f'79 Its:-_.......'------'--------'------------ Date: /_7.:_-_~_L__'___o~r-._1_'_'_'__ MFSNT User Agreementfor Innerducl and Dark Fiber Page 17 (OjJ-NYSTA Segments) March J. 1999 Exhibit 9 Howard E. StaIobe<g Department of Chairman Adminis1:rative Services ~sncy E. 1::aray Michael Zlmmarrnan .ao3td. Member Director New York State Thruway Authority William C. Warren III OHiee of Genera' Seevices Board Member 200 Southam B.u1e.llrd Post Offic. B." 189 Michael J. Koogh . Joltn R. Platt Albany, New'yorlc 12201~189 Director -Executive Oir:ector ~ ••. eS6·2762 TO". .800'25~.6244 l~t.' 43~2 899 December II, 1998 HOWARD B. JAN2EN , am. Noted _: SENT VIA FAX AND FEDERAL EXPRESS H , , t I , ,. IIHl Ms. Misty Stine fVJtv''-S) lltll Jtt~ lIIl.G '"I~ Manager, Infrastructure Sales h't.Jt·:.!;~l MFS Network Technologies, Inc. flu-~ ;'M/u- lUll ~'H l 1200 Landmark Center, Suite 1300 I I "I lUI Omaha, Nebraska 68102-1841 j;c~ {4frt"? l I! II -f;JJ ~ (..('f~,.I- ~ Dn'me .1 Re: User Agreemen~o LlllI eroul,;.lo..J,I.il " November 12, 1998, between MFS Network Technologies. Inc. ("MFSNT") and Williams Communications, Inc. ("Williams"). Ms. Stine: Pursuant to Paragraph 12 of Amendment No. 1 to the Agreement, the undersigned hereby provides you with written notice that the New York State Thruway Authority (the "AuthorityH) has conditionally approved the terms and conditions in the Williams Agreement with the exception of Article 1. Item 6 (User Term); Article 2, Item 1 (User Rights and Termination); and Article 3 (User Fees), We noticed that the. commencement of the User Term was changed to whenever the installed Williams Fibers within the first Innerduct have been accepted . .However, the Authority cannot approve a User Term that 1) exceeds the 20.year statutory limit and 2) extends beyond our underlying Agreement. In our conference call on November 5, 1998, you agreed to modify Article 2, Item 1 to allow the Authority to be compensated for regeneration site expansions. In th'e Amended User Agreements, the additional fees collected fo.r regeneration site expansions were treated as User Fees. We suggest a similar arrangement for the Williams Agreement • • Ms. Mlsty Stine -2- December 11, 1998 As we have stated in previous di scussions and" correspondence, the Authority must receive its 50% share of the· User Fees identified in Article 3 directly from Williams. ,;"""1,, 'Y ~~OGH . Director of General Services cc:WilHains Communications. Inc. Attn:· Mr. Howard· Janzen, President Network DIVision One Willlams·Center Tulsa. Oklaboma . 7417a Exhibit 10 '_;,~i-loward Steinberg Legal Department U Chairman SharOn P. O'Conor Nancy E. Caray General Counsel Board Member New York State Thruway Authority William C. Warren III Phone 151 B) 436-2840 TDDfTTY 1-800-253-6244 Board Member 200 Southern Boulevard p()st Office Box 189 Fax 1518/471-4340 John R. Platt Albany, New York 12201-0189 Executive Director April 12, 1999 Via Facsimile and Hand Delivery Mi-:-William Parker Williams Communications, Inc. 1 Williams Center Tulsa, Oklahoma 74172 Re: User Agreement for Innerduct dated April 12, 1999 between MFS Network Technologies, Inc. ("MFSNT") and Williams Communications,Inc. (the "User Agreement") ) Dear Mr. Parker: Attached please fmd three originals ofthe User Agreement, each ofwhich has been executed by MFSNT. You are hereby notified that ifyou make the payments set forth below, in accordance with the instructions and conditions contained herein, the New York State TIuuway Authority (the "Authority") shall be deemed to have given its approval ofthe terms and conditions contained in the User Agreement. The Authority's approval is expressly conditioned upon your making the payments set ,forth in paragraph 1-3 below by the close ofbusiness Eastern Standard'Time, April 19, 1999. Failure 10 make the payments set forth in paragraphs 1-3 below by April 19,1999 shall mean that no approval has been given by the Authority. You are irrevocably instructed to pay the User Fees under Article 3, Item 2(a) as follows: 1. $10,125,061.00 ofthe User Fee due under Article 3, Item2(a) shall be paid directly to MFSNT pursuant to the following instructions: MFS Network Technologies, Inc. Account No. 1155075386 Norwest Bank Nebraska, N.A.
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