|
•
<br /> Party's performance, except to the extent caused by the negligence or willful misconduct of the indemnified Party or of
<br /> such Party's agents, officers, or employees.
<br /> 6.2 Limitation of Liability: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
<br /> EXCEPT FOR DAMAGES CAUSED BY ASTOUND'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, AND EXCEPT IN
<br /> CONNECTION WITH ANY ASTOUND INDEMNITY OBLIGATION, ASTOUND SHALL NOT BE LIABLE FOR ANY
<br /> INCIDENTAL, INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, OCCASIONED
<br /> BY ANY ASTOUND FAILURE TO PERFORM OR ANY ASTOUND BREACH OF ANY OF ASTOUND'S OBLIGATIONS UNDER
<br /> THIS AGREEMENT. IN THOSE SITUATIONS WHERE ASTOUND MAY BE LIABLE, THE AGGREGATED DAMAGES ARE
<br /> LIMITED TO THE AMOUNTS PAID BY CITY PURSUANT TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE
<br /> CONTRARY IN THIS AGREEMENT, EXCEPT FOR DAMAGES CAUSED BY CITY'S GROSS NEGLIGENCE OR WILLFUL
<br /> MISCONDUCT, AND EXCEPT IN CONNECTION WITH ANY CITY INDEMNITY OBLIGATION, CITY SHALL NOT BE LIABLE
<br /> FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT,
<br /> OCCASIONED BY ANY CITY FAILURE TO PERFORM OR ANY CITY BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS
<br /> AGREEMENT.
<br /> 7. INSURANCE
<br /> 7.1 General insurance. During the term of this Agreement, Astound will obtain and maintain the
<br /> following insurance coverage:
<br /> (a) Commercial general liability insurance including coverage for (i) premises /operations, (11)
<br /> independent contractors, (iii) products /completed operations, (iv) personal injury, and (v) contractual liability with
<br /> a limit of at least $2,000,000 per occurrence. If such insurance contains a general aggregate limit, it shall apply
<br /> ,separately to this Agreement or be no less than two (2) times the occurrence limit;
<br /> (b) Worker's compensation insurance in amounts required by applicable law and
<br /> employer's liability insurance with a limit of at least $1,000,000.00 each accident; and
<br /> (c) Automobile liability insurance, including coverage for owned /leased, non -owned or
<br /> hired automobiles with combined single limit of at least $1,000,000.00 for each accident.
<br /> (d) Astound will notify City of any coverage changes within ten (10) business days of
<br /> receiving notification from the insurance carrier.
<br /> 7.2 Insurance Certificate. All insurance coverage referred to in Section 7.1 will be verified with an
<br /> insurance certificate furnished promptly after the Effective Date. These insurance obligations will not relieve
<br /> either Party of such Party's obligations under this Agreement.
<br /> 8. REPRESENTATIONS AND WARRANTIES
<br /> Each Party represents and warrants that (a) such Party has full power, right, and authority to enter into, execute,
<br /> deliver, and perform such Party's obligations under this Agreement; (b) such Party has taken all requisite action to
<br /> approve the execution, delivery, and performance of this Agreement; (c) this Agreement constitutes a legal, valid, and
<br /> binding obligation enforceable against such Party in accordance with the terms hereof, subject to bankruptcy,
<br /> insolvency, creditors' rights, and general equitable principles; and (d) such Party's execution of, delivery of, and
<br /> performance under this Agreement will not violate any applicable law or cause such Party to breach any other
<br /> agreement by which such Party is obligated.
<br /> 9. DEFAULT PROVISIONS AND REMEDIES
<br /> Page 5 of 10
<br /> ATTY /AGR 2011.052 Astound
<br /> 52711
<br />
|