|
must in no way affect its warranty rights whether or not a breach of warranty had become
<br />evident in time.
<br />10. Intellectual Property Warranty. Vendor represents and warrants that the Goods
<br />and any other materials or deliverables provided under this Agreement are either original,
<br />or not encumbered, and do not infringe upon the copyright, trademark, patent, or other
<br />intellectual property rights of any third party, or are in the public domain.
<br />11. Changes. City may, by written notice, change the quantity or specifications of the
<br />Goods ordered. Upon receipt of any notice, Vendor will promptly make the changes in
<br />accordance with the terms of the notice. If any change causes a change in the cost of
<br />performance or in the time required for performance, the Parties must promptly negotiate
<br />an equitable adjustment and amend the Purchase Agreement accordingly. Vendor must
<br />deliver to City as promptly as possible, and in any event, within thirty (30) days after
<br />receipt of change notice, a statement showing the effect of any change in the delivery
<br />dates and prices; within an additional thirty (30) days, Vendor must supplement the
<br />statement with detailed specifications of the adjustment amount and supporting cost
<br />figures. Vendor's failure to submit a statement or supplement within these time limits will
<br />constitute its consent to perform the change without increase in price, without claim for
<br />material rendered obsolete, and without change in delivery schedules.
<br />12. Business License. Vendor must obtain a City business license, unless Vendor
<br />qualifies for an exemption.
<br />13. Discrimination and Harassment Prohibited. Consultant will comply with all
<br />applicable local, state and federal laws and regulations prohibiting discrimination and
<br />harassment.
<br />14. Indemnity. Except as to the sole negligence, active negligence or willful
<br />misconduct of City, Vendor will defend, indemnify, and hold harmless (collectively,
<br />"Indemnify") City, and its employees, officers, managers, agents and council members
<br />(collectively, "Indemnitees"), against and from any loss, damage, claim for damage,
<br />liability, expense or cost, including attorneys' fees (collectively, "Losses"), which arises
<br />out of, is related to, or is in any manner connected with the Goods of Vendor, or anyone
<br />employed by or working under Vendor, and from all Losses by anyone employed by or
<br />working under Vendor for services rendered to Vendor in the performance of this
<br />Agreement, notwithstanding that City may have benefited from their services. This
<br />indemnification provision will, without limitation, apply to any acts or omissions, willful
<br />misconduct or negligent conduct, whether active or passive, on the part of Vendor or of
<br />anyone employed by or working under Vendor. Losses will include, without limitation,
<br />allegations that the Goods are defective in manufacture or design and allegations that the
<br />Goods 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
<br />applicable claims, allegations, lawsuits or proceedings (collectively, "Proceedings") have
<br />merit or are meritless, and whether or not such Proceedings involve claims or allegations
<br />that any of the Indemnitees were actively, passively or concurrently negligent, or which
<br />REV: 11-16-2020 EI
<br />ATTY/AGR2020.265/WinCan, LLC (Page 3 of 6)
<br />
|