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12. BUSINESS LICENSE. The Vendor must obtain a City business license, unless the
<br /> Vendar qualifies for an exemption.
<br /> 13. NONDISCRIMINATION CLAUSE: Except as provided in Section 12940 et seq. of the
<br /> Government Code, Vendor shall not discriminate against any person because of his/her race,
<br /> religious creed, color, national origin, ancestry, physical disability, mental disability, marital
<br /> status, mental condition, or gender, nor refuse to hire or employ a person or to refuse to select the
<br /> person for a training program leading to employment or to bar or discharge the person from
<br /> employment, or from a training program leading to employment, or to discriminate against the
<br /> person in compensation or in terms, conditions or privileges of employment. Vendor shall insert
<br /> in all subcontracts for any work covered by this Purchase Agreement this nondiscrimination
<br /> provision.
<br /> 14. INDEMNITY. Except as to the sole negligence, active negligence or willful misconduct
<br /> of the City, Vendor shall indemnify and hold the City, and its employees, officers, managers,
<br /> agents and council members, harmless from any and all loss, damage, claim for damage, liability,
<br /> expense or cost, including attorneys' fees, which arises out of, or is related to,ar is in any manner
<br /> connected with the Goods and Services provided pursuant this Purchase Agreement and/or the
<br /> performance of work,activities,operations or duties of Vendor,or anyone employed by or working
<br /> under Vendor, and from all claims by anyone employed by or working under Vendar far services
<br /> rendered to Vendor in the performance of this Agreement,notwithstanding that the City may have
<br /> benefited from their services. This indemnification provision shall apply to any acts or omissions,
<br /> willful misconduct or negligent conduct, whether active or passive, on the part of Vendor or of
<br /> anyone employed by or working under Vendor. The parties expressly agree that any payment,
<br /> attorneys' fees, costs or expense that the City incurs or makes to or on behalf of an injured
<br /> employee under the City's self-administered workers' compensation is included as a loss,expense
<br /> or cost for the purposes of this Section, and that this Section shall survive the expiration or early
<br /> termination of the Agreement.
<br /> 15. DUTY TO DEFEND. Vendor agrees,at its cost and expense,to promptly defend the City
<br /> and the City's employees, officers, managers, agents and council members (collectively the
<br /> "Parties to be defended") from and against any and all claims, allegations, lawsuits or other legal
<br /> proceedings which arise out of,or are related to,or are in any manner connected with:(i)the Goods
<br /> and Services provided pursuant this Purchase Agreement; (ii) allegations that the Goods are
<br /> defective in manufacture or design; (iii) any patent related to the Goods and (iv) the work,
<br /> activities,operations,or duties of Vendor,or of anyone employed by or working under the Vendor,
<br /> ar (2) any breach of this Agreement by Vendor. This duty to defend shall apply whether or not
<br /> such claims, allegations, lawsuits ar proceedings have merit or are meritless, or which involve
<br /> claims or allegations that any of the Parties to be defended were actively,passively or concurrently
<br /> negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in
<br /> part, for any loss, damage or injury. Vendor agrees to provide this defense immediately upon
<br /> written notice from the City, and with well qualified, adequately insured and experienced legal
<br /> counsel acceptable to the City.
<br /> ATTY/AGR/2016.039/FD RWC PURCHASE ORDER AGR(GOODS&SERVICES)
<br /> REV:03-04-16 RL
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