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False Alarm Management-Outsource Services <br />Contract Agreement Page 6 of 18 <br /> <br />21. Limitation of Liability. <br />A. LIMITED LIABILITY OF CONTRACTOR. NEITHER PARTIES’ LIABILITY IN <br />CONNECTION WITH THE SERVICES, IMPROVEMENTS OR ANY OTHER MATTER <br />RELATING TO THIS CONTRACT WILL EXCEED AN AMOUNT EQUAL TO THE FEES <br />COLLECTED IN CONNECTION WITH THIS CONTRACT FOR THE PREVIOUS <br />TWELVE (12) MONTHS. <br />B. EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET <br />FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT <br />THE CITY , CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS OR <br />SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS CONTRACT FOR <br />ANY (I) LOSS OF USE, DATA, BUSINESS, REVENUE, PROFIT, GOODWILL, OR <br />REPUTATION; (II) BUSINESS INTERRUPTION, INCREASED COSTS, OR DIMINUTION <br />IN VALUE; (III) SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER <br />BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT <br />LIABILITY, OR OTHERWISE; AND (IV) WHETHER OR NOT CITY, CONTRACTOR, <br />CONTRACTOR PERSONNEL, SUBCONTRACTORS OR SUPPLIERS HAVE BEEN <br />ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES <br />OR DAMAGES WERE OTHERWISE FORESEEABLE. <br />C. BASIS OF THE BARGAIN. EACH PARTY ACKNOWLEDGES THAT THE OTHER <br />PARTY HAS AGREED TO THE REVENUE SHARING STRUCTURE AND ENTERED <br />INTO THIS CONTRACT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND <br />THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS <br />CONTRACT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN <br />BETWEEN THE PARTIES. <br /> <br />22. Insurance. <br />The CONTRACTOR shall provide and maintain in full force and effect at no additional cost to <br />CITY for the duration of the Contract commercial general liability insurance or comprehensive <br />general liability insurance with a minimum limit of $1,000,000 per occurrence for bodily injury and <br />damage to property including contractual liability, premises/operations, products/completed <br />operations, independent CONTRACTORs, broad form property damage, and personal injury <br />coverage and a minimum aggregate amount of $1,000,000 or commercial/comprehensive general <br />liability insurance plus additional excess umbrella liability insurance to meet these limits. The <br />CONTRACTOR agrees that it shall add CITY, its elected and appointed officials, officers, <br />employees, agents, and successors in interest to the CONTRACTOR’s liability insurance policies <br />as additional insureds. The CONTRACTOR shall require its insurance carrier or agent to certify <br />that this requirement has been satisfied on all insurance certificates issued under this Contract. <br />Before any Services is initiated and before any invoices are paid for Services performed under <br />this Contract, the CONTRACTOR shall provide written proof of compliance with the above <br />insurance requirements by delivering to: <br /> <br />City of Everett, WA <br />2930 Wetmore Ave Suite <br />Everett, WA 98201 <br /> <br />A copy of a certificate or certificates of insurance completed by its insurance carrier or agent <br />certifying that minimum insurance coverages as required above are in effect. The CONTRACTOR <br />shall maintain, update, and renew the c ertificate(s) for the term of this Contract. <br />