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REV: 08-04-22 RL
<br />12. Warranty. Vendor warrants that all Goods will conform to applicable specifications,
<br />drawings, description, and samples, and will be merchantable, of good workmanship in
<br />material, free from defect, and having good, marketable title. All Goods will be covered
<br />by manufacturer warranties.
<br />13. 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 />14. Changes. City may, by written notice, change the quantity or specifications of the
<br />Goods and Services ordered and the terms of shipment or packaging of Goods pursuant
<br />to any applicable Order. Upon receipt of any notice, Vendor will promptly make the
<br />changes in accordance with the terms of the notice. If any change causes a change in
<br />the cost of performance or in the time required for performance, the Parties must promptly
<br />negotiate an equitable adjustment and amend the Order accordingly. Vendor must deliver
<br />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
<br />prices; within an additional thirty (30) days, Vendor must supplement the statement with
<br />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
<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 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 and Services
<br />provided pursuant to this Master Purchase Agreement and/or the performance of work,
<br />activities, operations or duties of Vendor, or anyone employed by or working under
<br />Vendor, and from all Losses by anyone employed by or working under Vendor for services
<br />rendered to Vendor in the performance of this Agreement, notwithstanding that City may
<br />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
<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 />ATTY/AGR.2022.229/Granite Rock Company (Supply of Aggregate Asphalt Materials) (Page 4 of 10)
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