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(b) Any failure of any representation or warranty made by Customer herein <br /> to be true in any material respect as of the date made or deemed made; <br /> (c) Any Claim of any third party resulting from the negligence or willful <br /> misconduct of Customer; and <br /> (d) Any Claim of any customer of Customer. <br /> The Indemnified Parties shall promptly notify Customer of the nature and amount of such Claim <br /> and the method and means proposed by the Indemnified Parties for defending or satisfying <br /> such claim.The Indemnified Parties shall consult with the Customer respecting the defense and <br /> satisfaction of such claim, including the selection of and direction to legal counsel, and the <br /> Indemnified Parties shall not pay or settle any such claim without the prior written consent of <br /> the Customer, which consent shall not be unreasonably withheld. Nothing herein contained <br /> shall be construed as prohibiting the Indemnified Parties from retaining their own legal counsel <br /> and defending any actions or suits brought against them and, in such event, the Indemnified <br /> Parties shall be liable for all costs and fees incurred solely in the defense of any such claim, <br /> demand or suit. The Indemnified Parties will coordinate any defense with Customer. <br /> ARTICLE 14 <br /> LIMITATION OF LIABILITY <br /> CITY'S LIABILITY HEREUNDER SHALL NOT EXCEED THE UNUSED PORTION OF <br /> THE IRU FEE, IF ANY, BASED ON THE TIME PERIOD REMAINING IN THE TERM OR ANY <br /> RENEWAL TERM WHEN THE EVENT GIVING RISE TO LIABILITY OCCURS. <br /> NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, <br /> NO PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT SPECIAL, <br /> CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RESULTING FROM A PARTY'S <br /> PERFORMANCE OR FAILURE TO PERFORM ANY TERM OR PROVISION OF THIS <br /> AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM IS MADE UNDER THEORIES OF <br /> CONTRACT OR THEORIES OF TORT(INCLUDING STRICT LIABILITY). <br /> ARTICLE 15 <br /> INSURANCE <br /> 15.1 Following the Acceptance Date, Customer is required to provide a minimum limit <br /> of $1,000,000 for General Liability insurance coverage. This will provide coverage for any <br /> property damage or bodily injury as a result of work related to the fiber provided to customer in <br /> this Agreement. <br /> 15.2 Customer is also required to name the City of Decatur as additional insured on the <br /> policy. The policy will need to remain in effect as long as the Customer utilizes the fiber optic <br /> strands outlined by this contract. <br /> 12 <br />