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<br />11. SUBCONTRACTING. Contractor will not subcontract any portion of the <br /> <br />Program without prior written approval of City. If Contractor subcontracts any of the <br /> <br />Program, Contractor will be fully responsible to City for the acts and omissions of <br /> <br />Contractor's subcontractor and of the persons either directly or indirectly employed by <br /> <br />Contractor. Nothing contained in this Agreement will create any contractual relationship <br /> <br />between any subcontractor of Contractor and City. Contractor will be responsible for <br />payment of subcontractors. Contractor will bind every subcontractor and every <br />subcontractor of a subcontractor by the terms of this Agreement applicable to <br />Contractor's work unless specifically noted to the contrary in the subcontract and <br /> <br />approved in writing by City. <br />12. HOLD HARMLESS. Contractor hereby agrees to defend, indemnify and <br /> <br />save harmless City, its Council, officers, boards, commissions, agents and employees <br /> <br />(collectively, "Indemnitees") against and from any and all claims, suits or actions of every <br /> <br />name, kind and description, which may be brought against Indemnitees, or any of them, <br />by reason of any injury to, or death of, any person (including corporations, partnerships <br /> <br />and association) or damage suffered or sustained by any such person arising from, or <br /> <br />alleged to have arisen from, any act or omission to act, negligent or otherwise, of <br /> <br />Contractor, its officers, agents or employees under this Agreement. <br />The duty of Contractor to defend, indemnify and save harmless, as set forth <br /> <br />herein, will include the duty to defend as set forth in Section 2778 of the California Civil <br /> <br />Code; provided, however, that nothing herein will be construed to require Contractor to <br /> <br />indemnify Indemnitees against any responsibility or liability in contravention of Section <br /> <br />2782 of the California Civil Code. This Paragraph 12 will survive the termination of this <br /> <br />Agreement. <br /> <br />13. NON-DISCRIMINATION AND EQUAL OPPORTUNITY. Contractor hereby <br /> <br />warrants and agrees that, in the performance of this Agreement, it will not, in connection <br /> <br />with the employment, advancement or discharge of employees, or in connection with the <br /> <br />terms, conditions or privileges of their employment, discriminate against person because <br /> <br />ATTY/AG R/2006. 041 <br />081606 5 <br />