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13. Intellectual Property Warranty. Vendor represents and warrants that the Goods
<br />and any other materials or deliverables provided under this Master Purchase Agreement
<br />are either original, or not encumbered, and do not infringe upon the copyright, trademark,
<br />patent, or other intellectual property rights of any third party, or are in the public domain.
<br />14. Changes. City may, by written notice, change the quantity or specifications of the
<br />Goods ordered and the terms of shipment or packaging of Goods pursuant to any
<br />applicable Order. 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 Order accordingly. Vendor must deliver to City
<br />as promptly as possible, and in any event, within thirty (30) days after receipt of change
<br />notice, a statement showing the effect of any change in the delivery dates and prices;
<br />within an additional thirty (30) days, Vendor must supplement the statement with detailed
<br />specifications of the adjustment amount and supporting cost figures. Vendor's failure to
<br />submit a statement or supplement within these time limits will constitute its consent to
<br />perform the change without increase in price, without claim for material rendered
<br />obsolete, and without change in delivery schedules.
<br />15. Business License. Vendor must obtain a City business license, unless Vendor
<br />qualifies for an exemption.
<br />16. Discrimination and Harassment Prohibited. Consultant will comply with all
<br />applicable local, state and federal laws and regulations prohibiting discrimination and
<br />harassment.
<br />17. 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, or is related to, or is in any manner connected with the Goods provided pursuant
<br />to this Master Purchase Agreement and/or the performance of work, activities, operations
<br />or duties of Vendor, or anyone employed by or working under Vendor, and from all Losses
<br />by anyone employed by or working under Vendor for services rendered to Vendor in the
<br />performance of this Master Purchase Agreement, notwithstanding that City may have
<br />benefited from their services. This indemnification provision will, without limitation, apply
<br />to any acts or omissions, willful misconduct or negligent conduct, whether active or
<br />passive, on the part of Vendor or of anyone employed by or working under Vendor.
<br />Losses will include, without limitation, allegations that the Goods are defective in
<br />manufacture or design and allegations that the Goods infringe any patent or other
<br />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 />REV: 04-27-2021 MI
<br />ATTY/AGR.2021.090/Pace Supply Corp. (Page 4 of 27)
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