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<br />14. Business License. Vendor must obtain a City business license, unless Vendor qualifies for an
<br />exemption.
<br />15. Discrimination and Harassment Prohibited. Consultant will comply with all applicable local,
<br />state and federal laws and regulations prohibiting discrimination and harassment.
<br />16. Indemnitv. Except as to the sole negligence, active negligence or willful misconduct of City,
<br />Vendor will defend, indemnify, and hold harmless (collectively, "Indemnify") City, and its employees,
<br />officers, managers, agents and council members (collectively, "Indemnitees"), against and from any
<br />loss, damage, claim for damage, liability, expense or cost, including attorneys' fees (collectively,
<br />"Losses"), which arises out of, is related to, or is in any manner connected with the Goods and Services
<br />and/or the performance of work, activities, operations or duties of Vendor, or anyone employed by or
<br />working under Vendor, and from all Losses by anyone employed by or working under Vendor for
<br />services rendered to Vendor in the performance of this Agreement, notwithstanding that City may have
<br />benefited from their services. This indemnification provision will, without limitation, apply to any acts
<br />or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Vendor
<br />or of anyone employed by or working under Vendor. Losses will include, without limitation, allegations
<br />that the Goods are defective in manufacture or design and allegations that the Goods or Services
<br />infringe any patent or other intellectual property right belonging to a third party.
<br />Vendor will promptly defend the Indemnitees pursuant to this Section, whether or not applicable
<br />claims, allegations, lawsuits or proceedings (collectively, "Proceedings") have merit or are meritless,
<br />and whether or not such Proceedings involve claims or allegations that any of the Indemnitees were
<br />actively, passively or concurrently negligent, or which otherwise assert that the Indemnitees are
<br />responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense
<br />immediately upon written notice from City, and with well qualified, adequately insured and
<br />experienced legal counsel acceptable to City.
<br />The Parties expressly agree that any payment, attorneys' fees, costs or expense that City incurs or
<br />makes to or on behalf of an injured employee under City's self-administered workers' compensation is
<br />included as a loss, expense or cost for the purposes of this Section, and that this Section will survive
<br />the expiration or early termination of the Agreement.
<br />Without limiting the generality of the forgoing, Vendor shall defend the Indemnified Parties from and
<br />against any claim, suit, or action (an "Infringement Claim") by a third party that is based upon an
<br />allegation that any product or service, including, without limitation, the Software Service, any Software,
<br />technology or any other product or content made available to the Indemnified Parties by Vendor
<br />and/or Bank, infringes or otherwise violates the intellectual property rights of such third party. Vendor
<br />shall also indemnify and hold harmless the Indemnified Parties from and against any final award of
<br />damages or settlement amounts for release of liability from any such Infringement Claim. In addition,
<br />if an Infringement Claim is made, or if Vendor has reason to believe such a claim may be made, Vendor
<br />REV: 11-19-2020 EI
<br />ATTY/AGR.2020.266/Axon (Page 5 of 36)
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