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<br />XONOVIA its officers, employees, agents, or assigns are made a party to any action or <br />proceeding filed or prosecuted against customer for such damages or other claims arising <br />out of or in connection with the acts of customer, or its employees, agents, or volunteers, <br />Customer agrees to pay XONOVIA, its officers employees or agents reasonable costs and <br />expenses incurred by them in such action or proceeding, including but not limited to, <br />actual attorneys fees and costs or litigation. Customer's covenants under this section shall <br />survive the termination or expiration of this agreement. <br /> <br />12. Independent Contractor. XONOVIA shall be an independent contractor and shall not <br />for any purposes whatsoever be an agent or employee of customer. XONOVIA shall have <br />no power to incur any debt or obligation for customer and shall indemnify and hold <br />harmless customer and its officers and employees for any claims, damages, or expenses, <br />including attorney's fees and court costs, arising out of debts or obligations incurred by <br />XONOVIA under this agreement. XONOVIA shall not at any time or in any manner <br />represent that it is or any of its employees, agents, or subcontractors are in any manner <br />agents or employees of customer, or that its activities outside the scope of any project <br />hereunder are in any manner endorsed, sponsored, or approved by customer. <br /> <br />13. Staffing. XONOVIA reserves the right to change the XONOVIA employees assigned to <br />customer upon 5 days notice. City may object, in writing to any such change in <br />employees, at which time both parties will meet to assign a mutually agreeable person to <br />the City's project. <br /> <br />14. Anti-Discrimination Clause. XONOVIA shall not discriminate in the hiring or use of any <br />employees or subcontractors on the basis of race, religious creed, color, national origin, <br />ancestry, physical handicap, medical condition, marital status, sex, age or sexual <br />orientation and shall in all respect comply with applicable nondiscrimination provisions of <br />federal state and local law. <br /> <br />15. Attorney's Fees. If any legal or equitable action or proceeding is commenced to <br />interpret or enforce the terms of, or obligations arising out of, this agreement, or to recover <br />damages for the breach thereof, the party prevailing in any such action or proceeding <br />shall be entitled to recover from the non-prevailing party all attorneys fees, costs and <br />expenses incurred by the prevailing party. <br /> <br />16. Notices. Any notice, request, demand, or other communication required or <br />permitted hereunder shall be deemed to be properly given when deposited in the United <br />States mail, first class postage prepaid, or when deposited with a public telegraph <br />company for transmittal, charges prepaid, addressed to the other party at the address <br />provided on page 1 of this agreement, or to such other person or address as either party <br />may from time to time provide to the other party. <br /> <br />17. Assignment. Neither XONOVIA nor customer shall assign this agreement without the <br />prior written consent of the other party and any purported assignment lacking such written <br />consent shall be null and void. <br /> <br />18. Waiver. Failure or inability of either party to enforce any right hereunder shall not waive <br />any rights with respect to any other or future rights or occurrences. <br />