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G. Provided the City terminates this Agreement early, for any reason,
<br /> the City shall reimburse ABB for its cost and expense relative to its performance
<br /> herein. Provided ABB has completed partial Conversion of the Underground
<br /> Facilities , ABB shall maintain title and ownership of such partially converted
<br /> Underground Facilities in accordance with this agreement.
<br /> H. Any information provided by ABB, its agents or employees that the
<br /> project will be complete by a certain date or within a certain time period is an
<br /> estimate and not binding on ABB, its agents and employees, Estimated completion
<br /> dates, special construction work, and all other obligations of ABB under this
<br /> Agreement are subject to circumstances outside the reasonable control of ABB,
<br /> including, but not limited to: acts of God, flood ,extreme weather, fire explosion,
<br /> natural calamity, terrorism, any moratorium, law, order, regulation, action or
<br /> inaction of any governmental entity or civil or military authority, power of utility
<br /> failures, fiber or cable cuts caused by third parties, unavailability of right-of-way,
<br /> national emergencies, insurrection,riots, wars, strikes, lock-outs,work stoppages or
<br /> other labor difficulties, pole hits or material shortages.
<br /> 1. In the event of termination of this Agreement for any reason in advance
<br /> of completion of the Conversion of the Overhead Facilities, the City shall have no
<br /> claim or remedy against ABB for any alleged delay in the Conversion of the
<br /> Overhead Facilities.
<br /> J. Notwithstanding any provision of this Agreement to the contrary, in no
<br /> event shall either Party be liable 'to the other Party for any special, incidental,
<br /> indirect, punitive, reliance or consequential damages, whether foreseeable or not,
<br /> arising out of or in conjunction with this Agreement, including, but not limited to,
<br /> damage or loss of property or equipment, loss of profits or revenue, cost of capital,
<br /> cost of replacement services, of claims of customers or any other cause whatsoever,
<br /> including, without limitation, breach of contract, breach of warranty, negligence or
<br /> strict liability. Either Party's total liability to the other in connection with this
<br /> Agreement for any and all causes of action and claims, including without limitation,
<br /> breach of contract, breach 'of warranty, negligence, strict liability,
<br /> misrepresentation and other torts, shall be limited to the lessor of: (a) proven direct
<br /> damages or (b) the cost for ABB to perform the Conversion as detailed herein. In
<br /> no event shall ABB be liable for any damages arising out of the acts or omissions
<br /> of third parties or any third-party equipment or services not provided by ABB.
<br /> K. If the City initiates changes in the scope of the Conversion of the
<br /> Overhead Facilities to the Underground Facilities in the City ROW after the date of
<br /> this Agreement or there exists a condition in the field or other relevant
<br /> circumstances that were presumed in preparing the conversion hereunder,ABB may
<br /> require the City to reimburse ABB for any such additional work.
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