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40.a.1. RELEASE OF SUPPLIER BY UNIVERSITY. UNIVERSITY RELEASES SUPPLIER AND
<br /> ALL OF ITS SUBCONTRACTORS, AGENTS, OFFICERS, EMPLOYEES, OR OTHER
<br /> REPRESENTATIVES (COLLECTIVELY, "REPRESENTATIVES") OF ANY TYPE FROM
<br /> LIABILITY TO UNIVERSITY FOR ANY AND ALL LOSS, DAMAGE, OR EXPENSE OF ANY KIND
<br /> OR TYPE, UNDER ANY LEGAL, EQUITABLE OR OTHER THEORY,THAT MAY OCCUR PRIOR
<br /> TO, CONTEMPORANEOUSLY WITH, OR AFTER THE EXECUTION OF THIS AGREEMENT
<br /> RELATED IN ANY WAY TO THE USE OF THE AED PRODUCTS AND AED SERVICES. THIS
<br /> RELEASE INCLUDES BUT (BUT IS NOT LIMITED TO)ANY CLAIM, DEMAND, SUIT, LIABILITY,
<br /> DAMAGE, JUDGMENT, LOSS, EXPENSES, ATTORNEYS' FEES, AND COSTS, THAT MAY BE
<br /> ASSERTED AGAINST SUPPLIER OR ITS REPRESENTATIVES BY UNIVERSITY FOR ANY
<br /> EXPENSE, LOSS, OR DAMAGE CAUSED BY OR CONTRIBUTED TO IN ANY WAY, OR
<br /> ALLEGED TO BE CAUSED BY OR CONTRIBUTED TO IN ANY WAY, BY ANY ACT, OMISSION,
<br /> OR FAULT OF SUPPLIER OR ITS REPRESENTATIVES.
<br /> b. As it pertains to any Participating Public Agency's use of the AEDs,the following shall apply:
<br /> 40.b.1. RELEASE AND INDEMNIFICATION OF SUPPLIER BY PARTICIPATING PUBLIC
<br /> AGENCY. PARTICIPATING PUBLIC AGENCY RELEASES AND, TO THE EXTENT PERMITTED
<br /> BY APPLICABLE LAW,AGREES TO DEFEND, INDEMNIFY,AND HOLD HARMLESS SUPPLIER
<br /> AND ALL OF ITS SUBCONTRACTORS, AGENTS, OFFICERS, EMPLOYEES, OR OTHER
<br /> REPRESENTATIVES (COLLECTIVELY, -REPRESENTATIVES") OF ANY TYPE FROM
<br /> LIABILITY FOR ANY AND ALL LOSS,DAMAGE,OR EXPENSE OF ANY KIND OR TYPE, UNDER
<br /> ANY LEGAL, EQUITABLE OR OTHER THEORY, THAT MAY OCCUR PRIOR TO,
<br /> CONTEMPORANEOUSLY WITH, OR AFTER THE EXECUTION OF THIS AGREEMENT
<br /> RELATED IN ANY WAY TO THE USE OF THE AED PRODUCTS AND AED SERVICES. THIS
<br /> OBLIGATION INCLUDES (BUT IS NOT LIMITED TO) ANY CLAIM, DEMAND, SUIT, LIABILITY,
<br /> DAMAGE, JUDGMENT, LOSS, EXPENSES, ATTORNEYS' FEES, AND COSTS, THAT MAY BE
<br /> ASSERTED AGAINST OR INCURRED BY SUPPLIER OR ITS SUBCONTRACTORS, AGENTS,
<br /> OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES BY PARTICIPATING PUBLIC
<br /> AGENCY OR ANY PERSON OR ENTITY NOT A PARTY TO THIS AGREEMENT (INCLUDING,
<br /> BUT NOT LIMITED TO, PARTICIPATING PUBLIC AGENCY'S INSURANCE COMPANY,
<br /> ADMINISTRATIVE BODY OR AUTHORITY, OR PARTICIPATING PUBLIC AGENCY'S
<br /> EMPLOYEES) FOR ANY EXPENSE, LOSS, OR DAMAGE CAUSED BY OR CONTRIBUTED TO
<br /> IN ANY WAY, OR ALLEGED TO BE CAUSED BY OR CONTRIBUTED TO IN ANY WAY, BY ANY
<br /> ACT, OMISSION, OR FAULT OF SUPPLIER OR ITS SUBCONTRACTORS, AGENTS,
<br /> OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES.THIS OBLIGATION EXTENDS TO,
<br /> WITHOUT LIMITATION, STATUTORY CIVIL DAMAGES, ECONOMIC DAMAGES, PERSONAL
<br /> INJURY, DEATH, OR PROPERTY DAMAGE (REAL AND PERSONAL) ARISING OUT OF OR
<br /> RELATED TO THIS AGREEMENT, INCLUDING (BUT NOT LIMITED TO) ANY CLAIMS BASED
<br /> UPON BREACH OF THE AGREEMENT, STRICT LIABILITY, REQUESTS FOR OR RIGHTS OF
<br /> SUBROGATION OR CONTRIBUTION, INDEMNIFICATION, WRONGFUL DEATH, AND
<br /> NEGLIGENCE (WHETHER ACTIVE OR PASSIVE, AND INCLUDING CLAIMS BASED UPON
<br /> SUPPLIER'S SOLE, PARTIAL, OR JOINT AND SEVERAL NEGLIGENCE OF ANY TYPE OR
<br /> DEGREE), AND ANY OTHER CLAIM, WHETHER BASED UPON OR ARISING UNDER
<br /> CONTRACT, TORT, LAW, OR EQUITY. PARTICIPATING PUBLIC AGENCY FURTHER
<br /> RELEASES AND WAIVES ANY RIGHT OF SUBROGATION THAT IT, ANY INSURER, OR ANY
<br /> OTHER THIRD PARTY MAY HAVE DUE TO OR FOR ANY SUCH CLAIM, LOSS, OR DAMAGE.
<br /> THE PARTICIPATING PUBLIC AGENCY'S DEFENSE, HOLD HARMLESS AND
<br /> INDEMNIFICATION OBLIGATIONS SHALL ALSO EXTEND TO INJURIES OR DEATH
<br /> SUSTAINED BY PARTICIPATING PUBLIC AGENCY'S EMPLOYEES AND SHALL NOT BE
<br /> LIMITED BY ANY APPLICABLE WORKERS' COMPENSATION LAW AND PARTICIPATING
<br /> PUBLIC AGENCY EXPRESSLY WAIVES ANY STATUTORY OR CONSTITUTIONAL WORKERS'
<br /> COMPENSATION IMMUNITY UNDER APPLICABLE LAW WHICH WOULD OTHERWISE LIMIT
<br /> ITS INDEMNIFICATION OBLIGATIONS HEREUNDER. Supplier reserves the right to select
<br /> counsel to represent it in any such action.
<br /> {oo056454.DOcx;s} Page 10
<br /> Title: Master Agreement-Expenditure
<br /> Revised:220727
<br /> Effective:220804
<br /> City Council 11 — 33 3/3/2026
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