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First and Aid and Safety: Twenty-five percent (25%) of the unexpired term based on the previous
<br /> six(6) months average revenue.
<br /> 8. Representations and Warranties. Supplier warrants that it will convey good title to all direct sale
<br /> goods, free of all encumbrances. Except as otherwise noted in this Agreement, at the time of delivery(i) all
<br /> goods delivered shall be free from defects in workmanship, material, and manufacture, (ii)shall comply with
<br /> the requirements of this Agreement, including any drawings or specifications incorporated or samples
<br /> furnished by the Supplier, (iii) shall be free from defects in design, and (iv) shall be merchantable. In the
<br /> event Supplier is providing University with services, Supplier warrants and represents that each of its
<br /> employees and agents to perform any services under the terms of this Agreement shall have the skills,
<br /> training, and background reasonably commensurate with their level of performance or responsibility, to be
<br /> able to perform in a competent and professional manner that is consistent with industry standards. Supplier
<br /> further warrants the services provided will conform to the requirements of this Agreement and that in
<br /> performing the services Supplier will not be in breach of any agreement with a third party. The foregoing
<br /> warranties are conditions to this Agreement. All warranties provided by Supplier shall run to University.
<br /> Supplier will pass through to University all manufacturer warranties for the materials covered hereunder to
<br /> the extent Supplier has the right to do so. Supplier does not adopt, guarantee or represent that the
<br /> manufacturer will comply with any of the terms of the warranty of such manufacturer. If any warranties
<br /> specified herein or otherwise applicable are breached by Supplier, University may, at its election, require
<br /> Supplier to correct at Supplier's sole expense any defect or nonconformance by repair or replacement or
<br /> return any defective or nonconforming goods to Supplier at Supplier's expense and recover from Supplier
<br /> the purchase price or, in the case of services, require re-performance of the services or terminate this
<br /> Agreement and receive a full refund.The foregoing remedies are in addition to all other remedies University
<br /> may have at law or in equity. Except for the warranties specifically set forth in this Agreement, Supplier
<br /> makes no other warranties and disclaims all other warranties, express or implied by law, course of dealing,
<br /> course of performance, usage of trade or otherwise, including without limitation any warranty of
<br /> merchantability or fitness for a particular purposes.
<br /> 9. Relationship of Parties. No agency, partnership, or joint venture is created by this Agreement.
<br /> The parties affirmatively disclaim any intent to form such relationship. Supplier is solely responsible for
<br /> maintenance and payment of insurance and the like that may be required by federal, state,or local law with
<br /> respect to any sums paid hereunder. Supplier is not University's agent or representative and has no
<br /> authority to bind or commit University to any agreements or other obligations.
<br /> 10. Liability. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless
<br /> University, its regents, officers, employees, agents, and students,for any loss,claim, damage, expense, or
<br /> liability of any kind, including reasonable attorneys'fees and costs,to the extent caused by the negligence
<br /> or willful misconduct of Supplier and its officers, employees, agents, and subcontractors.
<br /> 11. Insurance. Supplier shall at its own expense obtain and maintain throughout the Term of this
<br /> Agreement general commercial liability insurance against claims for bodily injury, death, and property
<br /> damage with limits of not less than one million dollars ($1,000,000.00) per occurrence, and three million
<br /> dollars ($3,000,000.00) general aggregate to cover such liability caused by, or arising out of, activities of
<br /> Supplier and its agents and/or employees while engaged in or preparing for the provision of the
<br /> Deliverables. Upon request by University, Supplier shall furnish to University certificates of insurance
<br /> evidencing that such insurance is effective prior to provision of the Deliverables. By requiring such minimum
<br /> insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that
<br /> may be applicable to Supplier under this Agreement. Supplier shall assess its own risks and, if it deems
<br /> appropriate, maintain higher limits or broader coverages. Supplier further agrees, upon request, to include
<br /> University as an additional insured on its general liability insurance policy on a primary and non-contributory
<br /> basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to this Agreement by
<br /> reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.
<br /> {00056454.DOCX;31 Page 4
<br /> Title: Master Agreement-Expenditure
<br /> Revised:220727
<br /> Effective:220804
<br /> City Council 11 — 27 3/3/2026
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