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within the time limits stated will constitute its consent to perform the change without increase in
<br />price, without claim for material rendered obsolete and without change in delivery schedules.
<br />12. BUSINESS LICENSE. The Vendor must obtain a City business license, unless the
<br />Vendor 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 or willful misconduct of the City,
<br />Vendor shall indemnify and hold the City, and its employees, officers, managers, agents and
<br />council members, harmless from any and all loss, damage, claim for damage, liability, expense
<br />or cost, including attorneys' fees, which arises out of, or is related to, or 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
<br />working under Vendor, and from all claims by anyone employed by or working under Vendor
<br />for services rendered to Vendor in the performance of this Agreement, notwithstanding that the
<br />City may have benefited from their services. This indemnification provision shall apply to any
<br />acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part
<br />of Vendor or of anyone employed by or working under Vendor. The parties expressly agree that
<br />any payment, attorneys' fees, costs or expense that the City incurs or makes to or on behalf of an
<br />injured employee under the City's self-administered workers' compensation is included as a loss,
<br />expense or cost for the purposes of this Section, and that this Section shall survive the expiration
<br />or early termination of the Agreement.
<br />15. DUTY TO DEFEND. Vendor agrees, at its cost and expense, to promptly defend the
<br />City 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
<br />Goods and Services provided pursuant this Purchase Agreement; (ii) allegations that the Goods
<br />are defective in manufacture or design; (iii) any patent or other intellectual property right related
<br />to the Goods and (iv) the work, activities, operations, or duties of Vendor, or of anyone
<br />employed by or working under the Vendor, or (2) any breach of this Agreement by Vendor. This
<br />duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have
<br />merit or are meritless, or which involve claims or allegations that any of the Parties to be
<br />defended were actively, passively or concurrently negligent, or which otherwise assert that the
<br />parties to be defended are responsible, in whole or in part, for any loss, damage or injury.
<br />Vendor agrees to provide this defense immediately upon written notice from the City, and with
<br />well qualified, adequately insured and experienced legal counsel acceptable to the City.
<br />REV: 06-19-1715
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