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specification of the amount of the price adjustment and supporting cost figures.
<br />Vendor's failure to submit the statements within the time limits stated will constitute its
<br />consent to perform the change without increase in price, without claim for material
<br />rendered obsolete and without change in delivery schedules.
<br />15. Business License. Vendor must obtain and maintain a City business
<br />license, unless the Vendor qualifies for an exemption, for the duration of the Purchase
<br />Agreement.
<br />16. Nondiscrimination. Except as provided in Section 12940 et seq. of the
<br />Government Code, Vendor shall not discriminate against any person because of his/her
<br />race, religious creed, color, national origin, ancestry, physical disability, mental
<br />disability, marital status, mental condition, or gender, nor refuse to hire or employ a
<br />person or to refuse to select the person for a training program leading to employment or
<br />to bar or discharge the person from employment, or from a training program leading to
<br />employment, or to discriminate against the person in compensation or in terms,
<br />conditions or privileges of employment. Vendor shall insert in all subcontracts for any
<br />work covered by this Purchase Agreement this nondiscrimination provision.
<br />17. Indemnity. Except as to the sole negligence, active negligence or willful
<br />misconduct of the City, Vendor shall indemnify and hold the City, and its employees,
<br />officers, managers, agents and council members, harmless from any and all loss,
<br />damage, claim for damage, liability, expense or cost, including attorneys' fees, which
<br />arises out of, or is related to, or is in any manner connected with the Goods provided
<br />pursuant to this Purchase Agreement and/or the performance of work, activities,
<br />operations or duties of Vendor, or anyone employed by or working under Vendor, and
<br />from all claims by anyone employed by or working under Vendor for services rendered
<br />to Vendor in the performance of this Agreement, notwithstanding that the City may have
<br />benefitted from their services. This indemnification provision shall apply to any acts or
<br />omissions, willful misconduct or negligent conduct, whether active or passive, on the
<br />part of Vendor or of anyone employed by or working under Vendor. The parties
<br />expressly agree that any payment, attorneys' fees, costs or expense that the City incurs
<br />or makes to or on behalf of an injured employee under the City's self-administered
<br />workers' compensation is included as a loss, expense or cost for the purposes of this
<br />Section, and that this Section shall survive the expiration or early termination of the
<br />Agreement.
<br />18. Dutv to Defend. Vendor agrees, at its cost and expense, to promptly
<br />defend the City and the City's employees, officers, managers, agents and council
<br />members (collectively the "Parties to be defended") from and against any and all claims,
<br />allegations, lawsuits or other legal proceedings which arise out of, or are related to, or
<br />are in any manner connected with: (i) the Goods provided pursuant to this Purchase
<br />Agreement; (ii) allegations that the Goods are defective in manufacture or design; (iii)
<br />any patent related to the Goods; (iv) the work, activities, operations or duties of Vendor,
<br />or of anyone employed by or working under the Vendor, or (v) any breach of this
<br />Agreement by Vendor. This duty to defend shall apply whether or not such claims,
<br />REV: 06-29-18 MI
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<br />ATTY/AGR.2018.150/Graniterock Company
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