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1 INDEMNIFICATION
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<br />Acts or Omissions
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<br />Vendor shall indemnify and hold harmless Region 4, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES,
<br />REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,
<br />ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising
<br />out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order
<br />Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders
<br />issued under the Contract.
<br />Infringements
<br />a) Vendor shall indemnify and hold harmless Region 4 and Customers, AND/OR THEIR EMPLOYEES, AGENTS,
<br />REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims
<br />involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or
<br />intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS
<br />CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER
<br />FEES.
<br />b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use
<br />of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any
<br />Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any
<br />applicable license agreement.
<br />c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or
<br />expense; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or
<br />(ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or
<br />a) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR
<br />VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS,
<br />CUSTOMER AND/OR REGION 4 SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES, AGENTS, OR
<br />OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR
<br />ANOTHER GOVERNMENTAL ENTITY CUSTOMER.
<br />b) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, REGION 4 AND/OR THEIR
<br />EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL
<br />ITS PERFORMANCE UNDER THIS CONTRACT, VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE
<br />I certify compliance with this attribute.
<br />1 EXCESS OBLIGATIONS PROHIBITED
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<br />Proposer understands that all obligations of Region 4 ESC under the contract are subject to the availability of state
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<br />funds. If such funds are not appropriated or become unavailable, the contract may be terminated by Region 4 ESC.
<br />I certify compliance with this attribute.
<br />1 SUSPENSION AND DEBARMENT
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<br />Respondent certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared
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<br />ineligible, or otherwise excluded from participation in the contract by any state or federal agency.
<br />I certify compliance with this attribute.
<br />Page 29 of 34 pagesVendor: Sunbelt Rentals Inc24-15 Addendum 1
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