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REV: 04-02-26 LR
<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 prior to
<br />delivery of the hardware to the Vendor offices. Upon receipt of any notice, Vendor will
<br />promptly make the changes in accordance with the terms of the notice. If any change
<br />causes a change in the cost of performance or in the time required for performance, the
<br />Parties must promptly negotiate an equitable adjustment and amend the Purchase
<br />Agreement accordingly. Vendor must deliver to City as promptly as possible, and in any
<br />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,
<br />Vendor must supplement the statement with detailed specifications of the adjustment
<br />amount and supporting cost figures. Vendor’s failure to submit a statement or supplement
<br />within these time limits will constitute its consent to perform the change without increase
<br />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
<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 />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.2026.094/Metro Mobile Communications (PD Radio Replacement Project) (Page 4 of 14)
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