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46.a.1. IF SUPPLIER OR ITS REPRESENTATIVES ARE HELD LIABLE FOR ANY REASON
<br /> FOR ANY LOSS, INJURY, OR DAMAGES OF ANY KIND THAT ARISES OUT OF, RESULTS
<br /> FROM, OR IS RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION,
<br /> LOSSES, INJURIES OR DAMAGES RESULTING FROM SUPPLIER'S SOLE OR PARTIAL
<br /> NEGLIGENCE, WHETHER ACTIVE OR PASSIVE), UNIVERSITY AGREES AND WARRANTS
<br /> THAT SUPPLIER'S AND ITS REPRESENTATIVE'S COLLECTIVE LIABILITY TO UNIVERSITY,
<br /> ITS AGENTS, OFFICERS, DIRECTORS,AND EMPLOYEES SHALL BE LIMITED EXCLUSIVELY
<br /> TO $2,000,000; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY
<br /> SHALL NOT APPLY TO: (1) DAMAGES ARISING FROM THE GROSS NEGLIGENCE OR
<br /> WILLFUL MISCONDUCT OF SUPPLIER, ITS EMPLOYEES, ITS SUBCONTRACTORS, OR ITS
<br /> AGENTS; (2) CLAIMS FOR PERSONAL INJURY, INCLUDING DEATH, ARISING FROM THE
<br /> NEGLIGENCE OF SUPPLIER, ITS EMPLOYEES, ITS SUBCONTRACTORS, OR ITS AGENTS-
<br /> (3) AND CLAIMS FOR DAMAGE TO REAL PROPERTY OR TANGIBLE OR INTANGIBLE
<br /> PROPERTY ARISING FROM SUPPLIER'S ACTS OR OMISSIONS UNDER THE AGREEMENT.
<br /> If University wishes to increase the limitation of liability, Supplier and University may negotiate a
<br /> supplemental written agreement to increase the limit of Supplier's liability, but no such agreed upon
<br /> increase to the limit of Supplier's liability shall be interpreted to find Supplier or its subcontractors
<br /> or representatives to be insurers. Neither party shall be liable to the other or any other person for
<br /> any incidental, punitive, speculative, or consequential damages of any type, including, but not
<br /> limited to, loss of profits or business opportunity.
<br /> b. As it pertains to Participating Public Agencies, the following limitation of liability shall apply:
<br /> 46.b.1. Participating Public Agency acknowledges that Supplier's service fees/purchase prices are
<br /> based on the value of services or goods provided and the limited liability provided under this
<br /> Agreement and not on the value of the Participating Public Agency's premises or its contents, or
<br /> the likelihood or potential extent or severity of injury(including death)to Participating Public Agency
<br /> or others. Participating Public Agency further acknowledges and agrees that Supplier cannot
<br /> predict the potential amount, extent, or severity of any damages or injuries that Participating Public
<br /> Agency or others may incur due to the failure of the goods, systems, or services to work as
<br /> intended. IF SUPPLIER OR ITS REPRESENTATIVES ARE HELD LIABLE FOR ANY REASON
<br /> FOR ANY LOSS, INJURY, OR DAMAGES OF ANY KIND THAT ARISES OUT OF, RESULTS
<br /> FROM, OR IS RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION,
<br /> LOSSES, INJURIES OR DAMAGES RESULTING FROM SUPPLIER'S SOLE OR PARTIAL
<br /> NEGLIGENCE, WHETHER ACTIVE OR PASSIVE), PARTICIPATING PUBLIC AGENCY
<br /> AGREES AND WARRANTS THAT SUPPLIER'S AND ITS REPRESENTATIVE'S COLLECTIVE
<br /> LIABILITY TO PARTICIPATING PUBLIC AGENCY, ITS AGENTS, OFFICERS, DIRECTORS,
<br /> EMPLOYEES, INVITEES,AND ANY THIRD PARTY SHALL BE LIMITED EXCLUSIVELY TO 25%
<br /> OF PARTICIPATING PUBLIC AGENCY'S SPEND IN THE TWELVE (12) MONTHS
<br /> IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE. If Participating
<br /> Public Agency wishes to increase the limitation of liability, Supplier and Participating Public Agency
<br /> may negotiate a supplemental written agreement to increase the limit of Supplier's liability, but no
<br /> such agreed upon increase to the limit of Supplier's liability shall be interpreted to find Supplier or
<br /> its subcontractors or representatives to be insurers. PARTICIPATING PUBLIC AGENCY AGREES
<br /> THAT THE LIMITS ON THE LIABILITY OF SUPPLIER AND THE WAIVERS AND INDEMNITIES
<br /> SET FORTH IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES
<br /> BETWEEN SUPPLIER, PARTICIPATING PUBLIC AGENCY, AND ANY OTHER AFFECTED
<br /> PARTIES. PARTICIPATING PUBLIC AGENCY ACKNOWLEDGES AND AGREES THAT WERE
<br /> SUPPLIER TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE, IT WOULD NOT
<br /> PROVIDE THE GOODS AND SERVICES. Neither party shall be liable to the other or any other
<br /> person for any incidental, punitive, speculative, or consequential damages of any type, including,
<br /> but not limited to, loss of profits or business opportunity.
<br /> 47. No Federal Contractor. As a material condition of this Agreement, University represents and
<br /> warrants that: (a) University is not an agency or instrumentality of the United States government; and (b)
<br /> this Agreement does not constitute, and is not entered to support, a federal government contract,
<br /> 100056454.DOCX;s} Page 13
<br /> Title:Master Agreement-Expenditure
<br /> Revised:220727
<br /> Effective:220804
<br /> City Council 11 — 36 3/3/2026
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