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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, Vendor
<br />shall defend, 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 or
<br />cost, including attorneys' fees (each, a "Claim"), finally awarded by a court of competent
<br />jurisdiction which arises out of the Services provided pursuant to this Purchase Agreement by
<br />Vendor, or anyone employed by or working under Vendor, and from all Claims brought an
<br />unaffiliated third party or by anyone employed by or working under Vendor for services rendered
<br />to Vendor in the performance of Services of this Agreement, notwithstanding that the City may
<br />have benefited from their services. This indemnification provision shall apply to any acts or
<br />omissions, willful misconduct or negligent conduct, on the part of Vendor or of anyone employed
<br />by or working under Vendor that results in death or personal physical injury, or from damage to
<br />tangible personal property suffered or incurred by the City. Claims do not include any damages
<br />or liability that are otherwise excluded from this Agreement or that arise from the Good(s) or
<br />software or from the data processed thereby.
<br />The obligation of the Vendor under this Section is contingent upon the City providing the Vendor
<br />with: (i) sole authority in any Claim's defense or settlement; (ii) all reasonable assistance, at the
<br />Vendor's expense, in any such defense; and (iii) prompt written notice of and description of each
<br />Claim; provided, however, that the City's failure to provide reasonable notice will relieve the
<br />Vendor of its obligations only if and to the extent that the Vendor is materially prejudiced by such
<br />delay. In no event shall the Vendor settle any Claim that involves an admission by City of
<br />wrongdoing or a remedy other than the payment of money without the prior written consent of the
<br />City. The parties expressly agree that any payment, attorneys' fees, costs or expense that the City
<br />incurs or makes to or on behalf of an injured employee under the City's self-administered workers'
<br />compensation is included as a loss, expense or cost for the purposes of this Section, and that this
<br />Section shall survive the expiration or early termination of the Agreement.
<br />UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF
<br />ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL VENDOR, ITS
<br />AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE
<br />LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR
<br />CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS,
<br />BUSINESS, REVENUES OR SAVINGS, EVEN IF VENDOR HAS BEEN ADVISED OF THE
<br />POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE
<br />FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS
<br />PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT
<br />LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR
<br />ACTIONS AGAINST CITY BY ANY AFFILIATED THIRD PARTY; (C) ANY LOSS OR
<br />CLAIM ARISING OUT OF OR IN CONNECTION WITH CITY'S IMPLEMENTATION OF
<br />ANY CONCLUSIONS OR RECOMMENDATIONS BY VENDOR OR ITS AFFILIATES
<br />BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE
<br />GOODS OR SERVICES; OR (D) ANY UNAVAILABILITY OF THE GOODS FOR USE OR
<br />ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE. IN THE EVENT OF
<br />ANY LIABILITY INCURRED BY VENDOR OR ANY OF ITS AFFILIATES, THE ENTIRE
<br />LIABILITY OF VENDOR AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE
<br />REV: 10-22-2020 PR
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