|
REV: 10-29-25 MI
<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 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, is related to, or is in any manner connected with the Goods and Services provided
<br />pursuant to the Master Purchase Agreement and/or the performance of work, activities,
<br />operations or duties of Vendor, or anyone employed by or working under Vendor, and
<br />from all Losses by anyone employed by or working under Vendor for services rendered
<br />to Vendor in the performance of this Master Purchase Agreement, notwithstanding that
<br />City may have benefited from their services. This indemnification provision will, without
<br />limitation, apply to any acts or omissions, willful misconduct or negligent conduct, whether
<br />active or passive, on the part of Vendor or of anyone employed by or working under
<br />Vendor. Losses will include, without limitation, allegations that the Goods are defective
<br />in manufacture or design and allegations that the Goods or Services infringe any patent
<br />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 />ATTY/AGR.2025.292/Goetz Brothers, LP (On/Off Duty Apparel & Accessories) (Page 4 of 16)
|