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working under Vendor, and from all claims by anyone employed by or working under Vendor for services rendered to Vendor in the performance of this Agreement, notwithstanding that the City may have benefited from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct 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. 14. DUTY 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 arise out of, or are related to, or are in any manner connected with: (i) the Goods provided pursuant this Purchase Agreement; (ii) allegations that the Goods are defective in manufacture or design; (iii) any patent related to the Goods and (iv) the work, activities, operations, or duties of Vendor, or of anyone employed by or working under the Vendor, or (2) any breach of this Agreement by Vendor. 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 acceptable to the City. 15. 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. 16. GOVERNING LAW; JURISDICTION. This Purchase Agreement shall be construed in accordance with and governed by the laws of the State of California. The purchase of Goods shall take place in Redwood City, California. For any dispute arising from this Purchase Agreement, the parties consent to jurisdiction and venue in either San Mateo Superior Court or the United States District Court for the Northern District of California. 17. NONTRANSFERABILITY. The Vendor may not transfer or assign this Purchase Agreement, without the prior written approval of the Purchasing Agent, which may be withheld in his/her sole discretion. 18. DISCOUNTS. The date used as the basis for discount calculation shall be computed from the date of receipt of invoice, Goods, whichever is later. 19. ARTWORK, DESIGNS ETC. If the Goods are to be produced by Vendor in accordance with designs, drawings or blueprints furnished by City, Vendor shall return same to City upon completion or cancellation of this Purchase Agreement. Such designs and the like REV: 09-25-17 MI Page 4 of 5 ATTY/AGR.2017.223/Battalion Defense