STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY 2 - 2007

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13. LIMITATION OF LIABILITY. EXCEPT FOR THE PROVISIONS OF SECTION [5] (HOLD HARMLESS) AND SECTION [14] (INFRINGEMENT INDEMNIFICATION), ANYTHING IN THE AGREEMENT TO THE CONTRARY NOTWITHSTANDING, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL STATE FARM BE LIABLE TO THE CITY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER. EXCEPT FOR THE PROVISIONS OF SECTION [5] (HOLD HARMLESS) AND SECTION [14] (INFRINGEMENT INDEMNIFICATION), IN NO EVENT WHATSOEVER SHALL STATE FARM'S TOTAL LIABILITY TO THE CITY FOR ANY OTHER DAMAGES WHATSOEVER EXCEED IN THE AGGREGATE THE SUM OF SIXTY NINE THOUSAND DOLLARS ($69,000). 14. INFRINGEMENT INDEMNIFICATION. a.) Anything in the Agreement to the contrary notwithstanding, City at its own expense shall defend and hold STATE FARM fully harmless against any action asserted against STATE FARM (and specifically including costs and reasonable attorneys' fees associated with any such action) to the extent that it is based on a claim that use of the scoreboard and marquee being provided to STATE FARM under this Agreement infringe any patent, copyright, license or other proprietary right of any third party. STATE FARM shall promptly notify City in writing of any such claim. If as a result of any claim of infringement against any patent, copyright, license or other proprietary right of any third party, STATE FARM is enjoined from using the products and/or services, or if City believes that the products and/or services are likely to become the subject of a claim of infringement, City at its option and expense will procure the right for STATE FARM to continue to use the products and/or services, or replace or modify the products and/or services so as to make them non - infringing, or return a prorated portion of the compensation paid by STATE FARM for the advertising rights which are the subject of this agreement. b.) Anything in this Agreement to the contrary notwithstanding, State Farm shall defend and hold City harmless against any action asserted against City to the extent that it is based on a claim that the use of the products, services and/or messages provided by STATE FARM under this Agreement infringe any patent, copyright, license or other proprietary right of any third party. City shall promptly notify STATE FARM, in writing, of any such claim. If as a result of any claim of infringement STATE FARM and/or City is enjoined from using the product, service and/or message, or if City believes that the product, service and/or message, is likely to become the subject of a claim of infringement, City may remove said product, service and/or message from the Scoreboard advertising, Marquee and all other City publications and STATE FARM will continue to pay Compensation as set forth in Section 2, above. 15. FORCE MAJEURE. Neither party shall be liable for any delays in performance hereunder due to circumstances beyond its control including, but not limited to, acts of nature, acts of governments, delays in transportation, and delays in delivery or inability of suppliers to deliver. Either Party shall have the option to terminate any and all obligations under the Agreement as amended by so notifying the other party in writing if the delay in performance exceeds thirty (30) days from the originally agreed upon performance date.