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<br />City shall monitor Contractor's Program and expenditures made pursuant to this agreement semi-
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<br />annually to verify Contractor's compliance with this agreement and local contract requirements.
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<br />10. CONTRACTOR'S STATUS. In the performance of the obligations set forth in this
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<br />agreement, Contractor shall have the status of an independent contractor and shall not be deemed to be
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<br />an employee, agent or officer of City.
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<br />11. HOLD HARMLESS. Contractor hereby agrees to defend, indemnify and save harmless
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<br />City, its Council, officers, boards, commissions, agents and employees (collectively, "Indemnitees")
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<br />against and from any and all claims, suits or actions of every name, kind and description, which may be
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<br />brought against Indemnitees, or any of them, by reason of any injury to, or death of, any person (including
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<br />corporations, partnerships and association) or damage suffered or sustained by any such person arising
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<br />from, or alleged to have arisen from, any act or omission to act, negligent or otherwise, of Contractor, its
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<br />officers, agents or employees under this agreement.
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<br />The duty of Contractor to defend, indemnify and save harmless, as set forth herein, shall include
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<br />the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing
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<br />herein shall be construed to require Contractor to indemnify Indemnitees against any responsibility or
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<br />liability in contravention of Section 2782 of the California Civil Code.
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<br />12. NON-DISCRIMINATION AND EQUAL OPPORTUNITY. Contractor hereby warrants and
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<br />agrees that, in the performance of this agreement, it will not, in connection with the employment,
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<br />advancement or discharge of employees, or in connection with the terms, conditions or privileges of their
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<br />employment, discriminate against person because of their age, except upon the basis of bona fide
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<br />occupational qualification, retirement plan or statutory requirement, and will not specify, in solicitations or
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<br />advertisement for employees to work on this contract, a maximum age limit, unless such limit is based
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<br />upon a bona fide occupational qualification, retirement plan or statutory requirement.
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<br />Contractor further warrants and agrees that it will comply with all provisions of executive Order
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<br />11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor;
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<br />and that it will not discriminate against any employee or applicant for employment because of race, color,
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<br />religion, sex or national origin. Contractor will take affirmative action to ensure that applicants are
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<br />ATTY/AGR/2009.063
<br />101509
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