Pallet SPC 5/10/2021 - Laserfiche WebLink

Pallet (c) Upon written request by the Customer, the insurer or his/her agent will furnish, prior to or during any Work being performed,a copy of any policy cited above,certified to be a true and complete copy of the original. (d) Prior to Pallet performing any work on Customer property, Pallet shall provide the Customer with a Certificate of Insurance acceptable to the City Attorney in the City Attorney's commercially reasonable,good faith discretion,evidencing the required insurance. Pallet shall provide the Customer with either (1) a true copy of an endorsement naming the City of Everett and its officers, employees and agents as Additional Insureds on the Commercial General Liability Insurance policy and the Business Automobile Liability Insurance policy with respect to the operations performed and services provided under these Terms and that such insurance shall apply as primary insurance on behalf of such Additional Insureds or(2)a true copy of the blanket additional insured clause from the policies. Receipt by the Customer of any certificate showing less coverage than required is not a waiver of the Pallet's obligations to fulfill the requirements. (f) Pallet certifies that it is aware of the provisions of Title 51 of the Revised Code of Washington that requires every employer to be insured against liability of Workers'Compensation,or to undertake self-insurance in accordance with the provisions of that Title. Pallet shall comply with the provisions of Title 51 of the Revised Code of Washington before commencing the performance of the Work. Pallet shall provide the Customer with evidence of Workers'Compensation Insurance(or evidence of qualified self-insurance)before any Work is commenced. (g) In case of the breach of any provision of this Section 9,and after providing no less than ten(10)business day's prior written notice to Pallet of such breach and providing Pallet with an opportunity to cure,the Customer may,at its option and with no obligation to do so,provide and maintain at the expense of Pallet, such types of insurance in the name of the Pallet, and with such insurers, as the Customer may deem proper,and may deduct the cost of providing and maintaining such insurance from any sums which may be found or • become due to Pallet under this Agreement or may demand Pallet to promptly reimburse the Customer for such cost. 10. No Warranties;LIMITATIONS OF LIABILITY. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND IN THE LIMITED WARRANTY, PALLET HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,WHETHER WRITTEN,ORAL,EXPRESS,IMPLIED,STATUTORY, OR OTHERWISE, EITHER IN FACT OR BY OPERATION OF LAW, CONCERNING ANY PRODUCT OR ANY SERVICES PROVIDED BY PALLET AND ANY OTHER TECHNICAL INFORMATION,TECHNIQUES,MATERIALS,METHODS,PRODUCTS, PROCESSES, OR PRACTICES AT ANY TIME MADE AVAILABLE BY PALLET, INCLUDING, WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY,QUALITY,FITNESS FOR A PARTICULAR PURPOSE,AND WARRANTIES ARISING BY LAW OR FROM A COURSE OF DEALING,COURSE OF PERFORMANCE,USAGE,OR TRADE PRACTICE.TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL,BUSINESS,OR OPPORTUNITIES(REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THESE TERMS), REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR THE PARTY AGAINST WHOM SUCH LIABILITY IS CLAIMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.IN NO EVENT SHALL PALLET'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY OR DUE FROM CUSTOMER UNDER THE APPLICABLE SOW(WHICHEVER IS LESS)IN THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM;PROVIDED,THAT SUCH LIMITATION SHALL NOT APPLY TO THE EXTENT THAT PALLET'S INSURANCE COVERS SUCH LIABILITY. 11. Miscellaneous. (a) Entire Agreement;Conflicts.These Terms and the SOW attached hereto,together with the Limited Warranty,collectively represent the full,final and comprehensive agreement and understanding of the Parties and any modification thereof shall not be effective unless contained in writing and signed by both Parties. Any prior or contemporaneous agreements,whether oral or written,relating to the subject matter discussed herein have been merged into these Terms,SOW,and Limited Warranty.In the event of any conflict between the terms and provisions of these Terms and those of any SOW or other document,the following order of precedence will govern:(a)first,these Terms;(b)second,these Terms and the Limited Warranty,excluding the SOW;(c)third,the SOW;and(d)fourth, any other documents incorporated herein or in the SOW by reference. (b) Severability. Each provision of these Terms shall be considered severable such that if any one provision or clause conflicts with existing or future applicable law,or may not be given full effect because of such law,this shall not affect any other provision of these Terms that can be given effect without the conflicting provision of clause;provided however,that such provision shall be modified, to the minimum extent possible and necessary,to be enforceable to the fullest extent and in compliance with any such applicable laws,prior to it being severed from these Terms in its entirety. (c) No Right to Assign;Third-Party Beneficiaries. Neither party may assign these Terms without the prior written consent of the other party.These Terms are for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, Pallet SPC—Master Product and Services Agreement 4 of 9