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21. MISCELLANEOUS PROVISIONS <br /> a. Each undersigned represents and warrants that its signature herein below has the <br /> power, authority and right to bind their respective parties to each of the terms of <br /> this Agreement, and shall indemnify City fully, including reasonable costs and <br /> attorney's fees, for any injuries or damages to City in the event that such authority <br /> or power is not, in fact, held by the signatory or is withdrawn. <br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br /> set forth in the body of this Agreement. <br /> 22. LIMITATION OF LIABILITY <br /> TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL <br /> CONTRACTOR, OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR <br /> PARENT CORPORATIONS, BE LIABLE TO ANY PERSON, FIRM OR ENTITY, INCLUDING, <br /> BUT NOT LIMITED TO CITY, FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, <br /> INCIDENTAL OR CONSEQUENTIAL DAMAGES IN EXCESS OF $2 MILLION. CITY'S <br /> LIABILITY, INCLUDING ITS INDEMNIFICATION OBLIGATIONS CONTAINED WITHIN <br /> SECTION 8, IS LIMITED TO THE ACTUAL DAMAGES PROVEN UP TO THE OVERALL <br /> VALUE OF TIE AGREEMENT. <br /> [signatures on following page] <br /> Page 9of10 <br />