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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 (v) 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 /> 16. INTERPRETATION. The terms of this Purchase Agreement should be construed in
<br /> accordance with the meaning of the language used and should not be construed for or against
<br /> REV: 06-07-18 RL
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<br /> ATTY/AGR.2018.122/ConvergeOne
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