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REV: 06-27-25 VR
<br />seventy-two (72) hours, Vendor will provide substitute goods of equal type and quality
<br />until City’s Goods are returned in satisfactory operating condition to City’s satisfaction.
<br />11. 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 />12. 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. Upon
<br />receipt of any notice, Vendor will promptly make the changes in accordance with the terms
<br />of the notice. If any change causes a change in the cost of performance or in the time
<br />required for performance, the Parties must promptly negotiate an equitable adjustment
<br />and amend the Purchase Agreement accordingly. Vendor must deliver to City as promptly
<br />as possible, and in any event, within thirty (30) days after receipt of change notice, a
<br />statement showing the effect of any change in the delivery dates and prices; within an
<br />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 />13. Business License. Vendor must obtain a City business license, unless Vendor
<br />qualifies for an exemption.
<br />14. Discrimination and Harassment Prohibited. Consultant will comply with all
<br />applicable local, state and federal laws and regulations prohibiting discrimination and
<br />harassment.
<br />15. 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 and Services and/or
<br />the performance of work, activities, operations or duties of Vendor, or anyone employed
<br />by or working under Vendor, and from all Losses by anyone employed by or working
<br />under Vendor for services rendered to Vendor in the performance of this Agreement,
<br />notwithstanding that City may have benefited from their services. This indemnification
<br />provision will, without limitation, apply to any acts or omissions, willful misconduct or
<br />negligent conduct, whether active or passive, on the part of Vendor or of anyone
<br />employed by or working under Vendor. Losses will include, without limitation, allegations
<br />that the Goods are defective in manufacture or design and allegations that the Goods or
<br />Services infringe any patent or other intellectual property right belonging to a third party.
<br />ATTY/AGR.2025.159/Ross McDonald Co. Inc. (2025) (Page 4 of 10)
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