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damage, liability, expense or cost, including attorneys' fees, which arises out of, or is related to,
<br />or is in any manner connected with the Goods and Services provided pursuant this Purchase
<br />Agreement and/or the performance of work, activities, operations or duties of Vendor, or anyone
<br />employed by or working under Vendor, and from all claims by anyone employed by or working
<br />under Vendor for services rendered to Vendor in the performance of this Agreement,
<br />notwithstanding that the City may have benefited from their services. This indemnification
<br />provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether
<br />active or passive, on the part of Vendor or of anyone employed by or working under Vendor.
<br />The parties expressly agree that any payment, attorneys' fees, costs or expense that the City
<br />incurs or makes to or on behalf of an injured employee under the City's self-administered
<br />workers' compensation is included as a loss, expense or cost for the purposes of this Section, and
<br />that this Section shall survive the expiration or early termination of the Agreement.
<br />13. DUTY TO DEFEND. Vendor agrees, at its cost and expense, to promptly defend
<br />the City and the City's employees, officers, managers, agents and council members (collectively
<br />the "Parties to be defended") from and against any and all claims, allegations, lawsuits or other
<br />legal proceedings which arise out of, or are related to, or are in any manner connected with: (i)
<br />the Goods and Services provided pursuant this Purchase Agreement; (ii) allegations that the
<br />Goods are defective in manufacture or design; (iii) any patent related to the Goods and (iv) the
<br />work, activities, operations, or duties of Vendor, or of anyone employed by or working under the
<br />Vendor, or (2) any breach of this Agreement by Vendor. This duty to defend shall apply whether
<br />or not such claims, allegations, lawsuits or proceedings have merit or are meritless, or which
<br />involve 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 responsible,
<br />in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense
<br />immediately upon written notice from the City, and with well qualified, adequately insured and
<br />experienced legal counsel acceptable to the City.
<br />14. INTERPRETATION. The terms of this Purchase Agreement should be
<br />construed in accordance with the meaning of the language used and should not be construed for
<br />or against either party by reason of the authorship of this Purchase Agreement or any other rule
<br />of construction that might otherwise apply.
<br />15. GOVERNING LAW; JURISDICTION. This Purchase Agreement shall be
<br />construed in accordance with and governed by the laws of the State of California. The purchase
<br />of Goods shall take place in Redwood City, California. For any dispute arising from this
<br />Purchase Agreement, the parties consent to jurisdiction and venue in either San Mateo Superior
<br />Court or the United States District Court for the Northern District of California.
<br />16. NONTRANSFERABILITY. The Vendor may not transfer or assign this
<br />Purchase Agreement, without the prior written approval of the Purchasing Agent, which may be
<br />withheld in his/her sole discretion.
<br />17. DISCOUNTS. The date used as the basis for discount calculation shall be
<br />computed from the date of receipt of invoice, Goods and Services, whichever is later.
<br />REV: 07-12-17 MI
<br />Page 4 of 7
<br />ATTY/AGR.2017.162/Hi-Tech Emergency Vehicle Service, Inc.
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