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REV: 11-09-2021 RL
<br />15. Business License. Vendor must obtain a City business license, unless Vendor
<br />qualifies for an exemption.
<br />16. Discrimination and Harassment Prohibited. Vendor will comply with all applicable
<br />local, state and federal laws and regulations prohibiting discrimination and harassment.
<br />17. Indemnity. Except as to the sole negligence, active negligence or willful
<br />misconduct of City, Vendor will defend, indemnify, and hold harmless (collectively,
<br />“Indemnify”) City, and its employees, officers, managers, agents and council members
<br />(collectively, “Indemnitees”), against and from any loss, damage, claim for damage,
<br />liability, expense or cost, including attorneys’ fees (collectively, “Losses”), which arises
<br />out of, or is related to, or is in any manner connected with the Goods provided pursuant
<br />to this Master Purchase Agreement and/or the performance of work, activities, operations
<br />or duties of Vendor, or anyone employed by or working under Vendor, and from all Losses
<br />by anyone employed by or working under Vendor for services rendered to Vendor in the
<br />performance of this Master Purchase Agreement, notwithstanding that City may have
<br />benefited from their services. This indemnification provision will, without limitation, apply
<br />to any acts or omissions, willful misconduct or negligent conduct, whether active or
<br />passive, on the part of Vendor or of anyone employed by or working under Vendor.
<br />Losses will include, without limitation, allegations that the Goods are defective in
<br />manufacture or design and allegations that the Goods infringe any patent or other
<br />intellectual property right belonging to a third party.
<br />Vendor will promptly defend the Indemnitees pursuant to this Section, whether or not
<br />applicable claims, allegations, lawsuits or proceedings (collectively, “Proceedings”) have
<br />merit or are meritless, and whether or not such Proceedings involve claims or allegations
<br />that any of the Indemnitees were actively, passively or concurrently negligent, or which
<br />otherwise assert that the Indemnitees are responsible, in whole or in part, for any loss,
<br />damage or injury. Vendor agrees to provide this defense immediately upon written notice
<br />from City, and with well qualified, adequately insured and experienced legal counsel
<br />acceptable to City.
<br />The Parties expressly agree that any payment, attorneys’ fees, costs or expense that City
<br />incurs or makes to or on behalf of an injured employee under City’s self-administered
<br />workers’ compensation is included as a loss, expense or cost for the purposes of this
<br />Section, and that this Section will survive the expiration or early termination of the Master
<br />Purchase Agreement.
<br />18.Contract Administration and Notice. This Master Purchase Agreement shall be
<br />administered on behalf of the City by the Public Works Superintendent, Fleet and
<br />Facilities. Any written notice between the Parties shall be sent to:
<br />City of Redwood City
<br />Attention: Dan Barros, Superintendent
<br />Public Works Services Department
<br />1400 Broadway St.
<br />Redwood City, CA 94063
<br />Bosco Oil, Inc. dba Valley Oil Company
<br />Attention: Robert Buck
<br />785 Yuba Drive/PO Box 1655
<br />Mountain View, CA 94042
<br />(650) 967-2253
<br />ATTY/AGR.2021.283/Bosco Oil, Inc. (Page 4 of 11)
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