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party, and there is currently no actual or threatened suit by any such third party based on an alleged
<br />violation of such third -party rights by Contractor.
<br />Contractor further warrants that NetFile servers have a guarantee uptime of 99% (which includes
<br />all scheduled maintenance throughout the year) and for so long as City shall pay the fees described
<br />in this Agreement (a) the System will be materially free of errors, and (b) Contractor will provide
<br />the Professional Services in a professional and workmanlike manner consistent with the highest
<br />industry standards. Contractor further warrants, during the term of this Agreement, that (i) the
<br />NetFile servers will be free of any Harmful Code (as defined below), and (ii) Contractor will not
<br />interfere with or disrupt City's or the User's use of the System. For purposes of this Agreement,
<br />the term "Harmful Code" means any software code with the ability to damage, interfere with, or
<br />adversely affect computer programs, data files, or hardware without the consent or intent of the
<br />computer user. This definition includes, but is not limited to, self -replacing and self -propagating
<br />programming instructions commonly called "viruses," "Trojan horses" and "worms." Contractor
<br />agrees to implement reasonable procedures adequate to prevent any software, link or code
<br />provided to City hereunder from being contaminated with Harmful Code. If Contractor learns of
<br />or suspects the existence of any Harmful Code, Contractor will immediately notify City and make
<br />every effort to remove the Harmful Code.
<br />13. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information,
<br />or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, teaching, training, utilization, promotion,
<br />termination or other employment related activities or any services provided under this Agreement.
<br />Provider affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />14. CONTRACTOR TO HOLD CITY HARMLESS
<br />Subject to the limitations set forth in Exhibit A (SCOPE OF SERVICES) Section F (LIMITATION
<br />OF LIABILITY), Contractor agrees to indemnify, protect, defend, and hold harmless the City, its
<br />City Council, officers and employees from and against any claim, injury, liability, loss, cost, and/or
<br />expense or damage, including all costs and reasonable attorney's fees in providing a defense to
<br />any claim, arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with
<br />respect to or in any way connected with the performance of the Services by Contractor, its agents,
<br />subcontractors and/or assigns under this Agreement.
<br />15. INSURANCE REQUIREMENTS
<br />During the term of this Agreement, and for any time period set forth in Exhibit B, Contractor shall
<br />purchase and maintain in full force and effect, at no cost to City insurance policies with respect to
<br />employees assigned to the Performance of Services under this Agreement with coverage amounts,
<br />required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit
<br />B attached and incorporated by this reference.
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