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REV: 11-06-25 LF
<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. Vendor will comply with all applicable
<br />local, state and federal laws and regulations prohibiting discrimination and 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
<br />Services rendered to Vendor in the performance of this Master Purchase 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 />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 />otherwise assert that the Indemnitees are responsible, in whole or in part, for any loss,
<br />damage or injury. Vendor agrees to provide this defense immediately upon written notice
<br />from City, and with well qualified, adequately insured and experienced legal counsel
<br />acceptable to City.
<br />ATTY/AGR.2025.300/Bosco Oil, Inc. (Gasoline and Renewable Diesel Provision) (Page 4 of 13)
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