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12. WARRANTY
<br />Contractor expressly warrants that all materials and services covered by this Agreement shall be
<br />fit for the purpose intended, shall be free from known defects, in a timely manner, and shall
<br />conform to the specifications, requirements, and instructions upon which this Agreement is
<br />based. Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective
<br />Services at no further cost to City when defects are due to the negligence, errors or omissions of
<br />Contractor.
<br />Contractor further warrants and represents that it is the owner of or has acquired the rights to use
<br />(including derivative rights) the software, technology or otherwise that is required to provide all
<br />related materials and services as set forth in Exhibit A, without violating any rights of any third
<br />party, and there is currently no actual or threatened suit by any such third party based on an
<br />alleged 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
<br />described in this Agreement (a) the System will be materially free of errors, and (b) Contractor
<br />will provide the Professional Services in a professional and workmanlike manner consistent with
<br />the highest industry standards. Contractor further warrants, during the term of this Agreement,
<br />that (i) the NetFile servers will be free of any Harmful Code (as defined below), and (ii)
<br />Contractor will not interfere with or disrupt City's or the User's use of the System. For purposes
<br />of this Agreement, the term "Harmful Code" means any software code with the ability to
<br />damage, interfere with, or adversely affect computer programs, data files, or hardware without
<br />the consent or intent of the computer user. This definition includes, but is not limited to, self -
<br />replacing and self -propagating programming instructions commonly called "viruses," "Trojan
<br />horses" and "worms." Contractor agrees to implement reasonable procedures adequate to
<br />prevent any software, link or code provided to City hereunder from being contaminated with
<br />Harmful Code. If Contractor learns of or suspects the existence of any Harrnful Code,
<br />Contractor will immediately notify City and make every effort to remove the Harmful Code.
<br />13. NON-DISCRIMINATION
<br />Contractor shall not discriminate on the basis of race, gender, religion, national origin, ethnicity,
<br />sexual orientation, age or disability in the, solicitation, selection, hiring, or treatment of
<br />subcontractors, vendors or suppliers. Contractor shall provide equal opportunity for
<br />subcontractors to participate in subcontracting opportunities. Contractor understands and agrees
<br />that violation of this clause shall be considered a material breach of the contract and may result
<br />in contract termination, debarment, or other sanctions.
<br />14. CONTRACTOR TO HOLD CITY HARMLESS
<br />Subject to the limitations set forth in Exhibit A (SCOPE OF SERVICES) Section F
<br />(LIMITATION OF LIABILITY), Contractor agrees to indemnify, protect, defend, and hold
<br />harmless the City, its City Council, officers and employees from and against any claim, injury,
<br />liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees
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