R2019-149 Resolution Authorizing an Indefeasible Right Of Use Agreement and Associated Sales Order with Decatur Public School District #61 to Obtain Dark Fiber from the City Of Decatur Fiber Network

Home Browse Search

{b) Any failure of any represen#ation or warranty made by Customer herein to be true in any material respect as of the date made or deemed made; (c} Any Claim of any third party resulting from the negligence or willful misconduct of Custamer; and (d) Any Claim of any customer of Customer. The Indemnified Parties shall promptly notify Custamer of the nature and amount of such C1aim and the method and means proposed by the Indemnified Parties for defending or satisfying such cfaim. The lndemnified Parties shall consult with the Customer respecting the defense and satisfaction of such claim, including the selection of and direction to legal caunsel, and the lndemnifred Parties shall not pay or settle any such claim withaut the prior written consent of the Customer, which consent shall nat be unreasonabiy withhefid. Nothing herein cantained shall be construed as prohibiting the Indemnified Parties from retaining their own legal counsel and defending any actions ar suits brought against #hem and, in such event, the Indemnified Parties shall be liable for all casts and fees incurred salely in the defense of any such claim, demand or suit. The Indemnified Parties wifl coordina#e any defense with Customer. ARTICLE 14 LIMITATION O� LiABILiTY CtTY'S �tABILfTY HEREUNDER SH,�►�L. NOT EXCEED THE UNUSED PORTION OF THE IRU FEE, IF ANY, BASED ON THE TIME PERIOD REMAINING IN THE TERM OR ANY RENEWAL. TERM WHEN THE EVENT GfV1NG RISE TO LIABtLITY C?CCURS. NOTWITHSTANDING ANYTHING CtaNTA1NED IN THIS AGREEMENT TO THE CONTRARY, NQ PARTY HERETQ SHALL BE LIABLE TQ 7HE QTHER PARTY FOR INDlREGT SPECfAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGE$ RESULTING FROM A PARTY'S PERFORMANCE OR FAILURE T4 PERFORM ANY TERM OR PROVISlON OF THIS AGREEMENT, REGARDI.ESS t3F WHETHER SUCH GLAEM IS MADE UNDER THEt)RIES aF C�JNTRACT OR THEORIES OF TORT(INCLUDING STRICT LIABtLITY). ARTIGLE 15 INSURANGE 15.1 Following the Acceptance Date, Customer is required to provide a minimum limit of $1,(}00,000 far General Liability insurance caverage. This will provide coverage for any praperty damage or bodily injury as a result of work related to the �ber provided to customer in this Agreement. 15.2 Customer is also required to name the City of Decatur as additional insured on the policy. The policy will need to remain in effect as long as the Gustomer �tilizes the fiber optic strands outiined by this contract. 12