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18. Business License. The Vendor must obtain a City business license,
<br />unless the Vendor qualifies for an exemption.
<br />19. Nondiscrimination. Except as provided in Section 12940 et seq. of the
<br />Government Code, Vendor shall not discriminate against any person because of his/her
<br />race, religious creed, color, national origin, ancestry, physical disability, mental
<br />disability, marital status, mental condition, or gender, nor refuse to hire or employ a
<br />person or to refuse to select the person for a training program leading to employment or
<br />to bar or discharge the person from employment, or from a training program leading to
<br />employment, or to discriminate against the person in compensation or in terms,
<br />conditions or privileges of employment. Vendor shall insert in all subcontracts for any
<br />work covered by this Purchase Agreement this nondiscrimination provision.
<br />20. Indemnity. Except as to the sole negligence, active negligence or willful
<br />misconduct of the City, Vendor shall indemnify and hold the City, and its employees,
<br />officers, managers, agents and council members, harmless from any and all loss,
<br />damage, claim for damage, liability, expense or cost, including attorneys' fees, which
<br />arises out of, or is related to, or is in any manner connected with the Goods and
<br />Services provided pursuant this Purchase Agreement and/or the performance of work,
<br />activities, operations or duties of Vendor, or anyone employed by or working under
<br />Vendor, and from all claims by anyone employed by or working under Vendor for
<br />services rendered to Vendor in the performance of this Agreement, notwithstanding that
<br />the City may have benefitted from their services. This indemnification provision shall
<br />apply to any acts or omissions, willful misconduct or negligent conduct, whether active
<br />or passive, on the part of Vendor or of anyone employed by or working under Vendor.
<br />The parties expressly agree that nay payment, attorneys' fees, costs or expense that
<br />the City incurs or makes to or on behalf of an injured employee under the City's self-
<br />administered workers' compensation is included as a loss, expense or cost for the
<br />purposes of this Section, and that this Section shall survive the expiration or early
<br />termination of the Agreement.
<br />21. Dutv to Defend. Vendor agrees, at its cost and expense, to promptly
<br />defend the City and the City's employees, officers, managers, agents and council
<br />members (collectively the "Parties to be defended") from and against any and all claims,
<br />allegations, lawsuits or other legal proceedings which arise out of, or are related to, or
<br />are in any manner connected with: (i) the Goods and Services provided pursuant to this
<br />Purchase Agreement; (ii) allegations that the Goods are defective in manufacture or
<br />design; (iii) any patent related to the Goods; (iv) the work, activities, operations or duties
<br />of Vendor, or of anyone employed by or working under the Vendor, and (v) any breach
<br />of this Agreement by Vendor. This duty to defend shall apply whether or not such
<br />claims, allegations, lawsuits or 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
<br />concurrently negligent, or which otherwise assert that the parties to be defended are
<br />responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to
<br />provide this defense immediately upon written notice from the City, and with well
<br />qualified, adequately insured and experienced legal counsel acceptable to the City.
<br />REV: 01-25-17 RL
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