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REV: 08-18-22 RL
<br />its warranty rights whether or not a breach of warranty had become evident in time.
<br />12. 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, Vendor will
<br />promptly make the changes in accordance with the terms of the notice. If any change causes a change in the
<br />cost of performance or in the time required for performance, the Parties must promptly negotiate an equitable
<br />adjustment and amend the Purchase Agreement accordingly. Vendor must deliver to City as promptly as
<br />possible, and in any event, within thirty (30) days after receipt of change notice, a statement showing the effect
<br />of any change in the delivery dates and prices; within an additional thirty (30) days, Vendor must supplement
<br />the statement with detailed specifications of the adjustment amount and supporting cost figures. Vendor’s
<br />failure to submit a statement or supplement within these time limits will constitute its consent to perform the
<br />change without increase in price, without claim for material rendered obsolete, and without change in delivery
<br />schedules.
<br />13. Business License. Vendor must obtain a City business license, unless Vendor qualifies for an
<br />exemption.
<br />14. Discrimination and Harassment Prohibited. Consultant will comply with all applicable local, state
<br />and federal laws and regulations prohibiting discrimination and harassment.
<br />15. 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, officers,
<br />managers, agents and council members (collectively, “Indemnitees”), against and from any loss, damage, claim
<br />for damage, liability, expense or cost, including attorneys’ fees (collectively, “Losses”), which arises out of, is
<br />related to, or is in any manner connected with the Goods and Services and/or the performance of work, activities,
<br />operations or duties of Vendor, or anyone employed by or working under Vendor, and from all Losses by anyone
<br />employed by or working under Vendor for services rendered to Vendor in the performance of this Agreement,
<br />notwithstanding that City may have benefited from their services.
<br />Vendor will promptly defend the Indemnitees pursuant to this Section, whether or not applicable claims,
<br />allegations, lawsuits or proceedings (collectively, “Proceedings”) have merit or are meritless, and whether or
<br />not such Proceedings involve claims or allegations that any of the Indemnitees were actively, passively or
<br />concurrently negligent, or which otherwise assert that the Indemnitees are responsible, in whole or in part, for
<br />any loss, damage or injury. Vendor agrees to provide this defense immediately upon written notice from City,
<br />and with well qualified, adequately insured and experienced legal counsel acceptable to City.
<br />The Parties expressly agree that any payment, attorneys’ fees, costs or expense that City incurs or makes to or
<br />on behalf of an injured employee under City’s self-administered workers’ compensation is included as a loss,
<br />expense or cost for the purposes of this Section, and that this Section will survive the expiration or early
<br />termination of the Agreement.
<br />Without limiting the generality of the forgoing, Vendor shall defend the Indemnified Parties from and against
<br />any claim, suit, or action (an “Infringement Claim”) by a third party that is based upon an allegation that any
<br />product or service, including, without limitation, the Software Service, any Software, technology or any other
<br />product or content made available to the Indemnified Parties by Vendor, infringes or otherwise violates the
<br />ATTY/AGR.2022.299/Axon Enterprises, Inc. (RCPD Axon Fleet Cameras) (Page 4 of 32)
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