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6.D. - Page 119 of 179
<br />12. Intellectual Property Warranty. Vendor represents and warrants that the Goods and any other
<br />materials or deliverables provided under this Agreement are either original, or not encumbered, and
<br />do not infringe upon the copyright, trademark, patent, or other intellectual property rights of any
<br />third party, or are in the public domain.
<br />13. Changes. City may, by written notice, change the quantity or specifications of the Goods and
<br />Services ordered and the terms of shipment or packaging of Goods. Upon receipt of any notice,
<br />Vendor will promptly make the changes in accordance with the terms of the notice. If any change
<br />causes a change in the cost of performance or in the time required for performance, the Parties must
<br />promptly negotiate an equitable adjustment and amend the Purchase Agreement accordingly. Vendor
<br />must deliver to City as promptly as possible, and in any event, within thirty (30) days after receipt of
<br />change notice, a statement showing the effect of any change in the delivery dates and prices; within
<br />an additional thirty (30) days, Vendor must supplement the statement with detailed specifications of
<br />the adjustment amount and supporting cost figures. Vendor's failure to submit a statement or
<br />supplement within these time limits will constitute its consent to perform the change without
<br />increase in price, without claim for material rendered obsolete, and without change in delivery
<br />schedules.
<br />14. Business License. Vendor must obtain a City business license, unless Vendor qualifies for an
<br />exemption.
<br />15. Discrimination and Harassment Prohibited. Consultant will comply with all applicable local,
<br />state and federal laws and regulations prohibiting discrimination and harassment.
<br />16. Indemnity. Except as to the sole negligence, active negligence or willful misconduct of City,
<br />Vendor will defend, indemnify, and hold harmless (collectively, "Indemnify") City, and its employees,
<br />officers, managers, agents and council members (collectively, "Indemnitees"), against and from any
<br />loss, damage, claim for damage, liability, expense or cost, including attorneys' fees (collectively,
<br />"Losses"), which arises out of, is related to, or is in any manner connected with the Goods and
<br />Services and/or the performance of work, activities, operations or duties of Vendor, or anyone
<br />employed by or working under Vendor, and from all Losses by anyone employed by or working under
<br />Vendor for services rendered to Vendor in the performance of this Agreement, notwithstanding that
<br />City may have benefited from their services. This indemnification provision will, without limitation,
<br />apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on
<br />the part of Vendor or of anyone employed by or working under Vendor. Losses will include, without
<br />limitation, allegations that the Goods are defective in manufacture or design and allegations that the
<br />Goods or Services infringe any patent or other intellectual property right belonging to a third party.
<br />Vendor will promptly defend the Indemnitees pursuant to this Section, whether or not applicable
<br />claims, allegations, lawsuits or proceedings (collectively, "Proceedings") have merit or are meritless,
<br />and whether or not such Proceedings involve claims or allegations that any of the Indemnitees were
<br />actively, passively or concurrently negligent, or which otherwise assert that the Indemnitees are
<br />O7P FORM 4000/2
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