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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />breach, or the like on the part of Consultant shall be required for the duty to defend <br />to arise. City shall notify Consultant of any Claim, shall tender the defense of the <br />Claim to Consultant, and shall assist Consultant, as may be reasonably requested, <br />in the defense. <br />C. If a court of competent jurisdiction determines that a Claim was <br />caused by the sole negligence or willful misconduct of Indemnified Parties, <br />Consultant's costs of defense and indemnity shall be (1) reimbursed in full if the <br />court determines sole negligence by the Indemnified Parties, or (2) reduced by the <br />percentage of willful misconduct attributed by the court to the Indemnified Parties. <br />D. The provisions of this Section shall survive the expiration or <br />termination of this Agreement. <br />20. FORCE MAJEURE. If any party fails to perform its obligations <br />because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain <br />labor or materials or reasonable substitutes for labor materials, governmental restrictions, <br />governmental regulations, governmental controls, judicial orders, enemy or hostile <br />governmental action, civil commotion, fire or other casualty, or other causes beyond the <br />reasonable control of the party obligated to perform, then that party's performance will be <br />excused for a period equal to the period of such cause for failure to perform. <br />21. AMBIGUITY. In the event of any conflict or ambiguity between this <br />Agreement and any Exhibit, the provisions of this Agreement shall govern. <br />22. NONDISCRIMINATION. <br />A. In connection with performance of this Agreement and subject <br />to applicable rules and regulations, Contractor shall not discriminate against any <br />employee or applicant for employment because of race, religion, national origin, <br />color, age, sex, sexual orientation, gender identity, AIDS, HIV status, handicap or <br />disability. Contractor shall ensure that applicants are employed, and that employees <br />are treated during their employment, without regard to these bases. These actions <br />shall include, but not be limited to, the following: employment, upgrading, demotion <br />f/� l/►- <br />12 <br />L:Wpp \CtyL w132\WPDocs\D014\P029\00646762.docx 25C-1• 5 <br />