Agmt17 PAX Water Technologies, Inc.

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conditions or privileges of employment. Vendor shall insert in all subcontracts for any work covered by this Purchase Agreement this nondiscrimination provision. 16. Indemnity. Except to the extent caused by the negligence or willful misconduct of the City or another indemnitee, Vendor shall indemnify and hold the City, and its employees, officers, managers, agents and council members, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys' fees, for personal injury or damage to property of third parties to the extent it arises out of or is related to the negligence, recklessness, or willful misconduct of the Vendor or anyone employed by or working under Vendor. This indemnification provision shall apply to the extent of any willful misconduct, reckless conduct, or negligent conduct, whether active or passive, on the part of Vendor or of anyone employed by or working under Vendor. The parties expressly agree that any payment, attorneys' fees, costs or expense that the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement. 17. Dutv to Defend. Vendor agrees, at its cost and expense, to promptly defend the City and the City's employees, officers, managers, agents and council members (collectively the "Parties to be defended") from and against any and all claims, allegations, lawsuits or other legal proceedings which are covered by (i) Vendor's indemnification obligations under Section 16; and (ii) any patent related to the Goods. This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritless, or which involve claims or allegations that any of the Parties to be defended were actively, passively or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel selected by Vendor and reasonably acceptable to the City. 18. Interpretation. The terms of this Purchase Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Purchase Agreement or any other rule of construction that might otherwise apply. 19. Contract Administration and Notice. This Agreement shall be administered on behalf of the City by the Public Works Services Department. Any written notice between the Parties shall be sent to: City of Redwood City PAX Water Technologies Public Works Services Department Attn: General Manager Attn: Justin Chapel, Public Works Superintendent 860 Harbour Way South, Suite 1400 Broadway Street C Redwood City, CA 94063 Richmond, CA 94804 Page 6 of 14 REV: 07-03-17 MI ATTY/AGR.2017.150/PAX Water Technologies - Purchase Agreement