25P - EQUIP SOFTWARE AND TRAINING SRVCS

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CONTRACTOR shall qualify for workers' compensation or other fringe benefits of any kind through CITY. 5. WARRANTY CONTRACTOR expressly warrants that the goods/services covered by this contract are 1) free of liens and encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. 6. COPYRIGHT INFRINGEMENT CONTRACTOR shall, at its cost, defend or, at its sole option, settle any claim or suit brought against CITY on the issue that any software program provided by CONTRACTOR through this contract infringes a United States copyright, provided that CITY (a) notifies CONTRACTOR promptly in writing of any such claim or suit; (b) gives CONTRACTOR full information and assistance in settling and/or defending the suit; and (c) gives CONTRACTOR full authority and control of the defense and/or settlement of any such action. CONTRACTOR shall not be liable for any costs or expenses incurred (a) by CITY without CONTRACTOR's prior written authorization; (b) for any claim based on the use or combination of the software with any other software not provided by CONTRACTOR; (c) for any claim based on CITY's modification of the software; (d) from use of other than the latest available version of the software; or (e) any transaction entered into by CITY relating to the software without CONTRACTOR's priorwritten consent. If a software program becomes subject to a claim of infringement for which CONTRACTOR may become liable, CONTRACTOR may at its option (a) obtain the right to continue using the software program; (b) replace or modify the software program to make it non-infringing so long as the replacement or modification meets substantially similar specifications; or (c) terminate the licenses and refund the license fees paid. In such case that CONTRACTOR terminates the licenses, CITY, in its sole discretion, may elect to return the hardware required to implement this system, including the GST Tracker Server, GST Database Server and the 150 GPS mobile devices for a full refund from CONTRACTOR. EXCEPT FOR THESE REMEDIES, CONTRACTOR SHALL HAVE NO LIABILITY TO CITY FOR COPYRIGHT INFRINGEMENT, AND SHALL IN NO INSTANCE HAVE ANY LIABILITY TO CITY FOR DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES FROM INFRINGEMENT. 7. INSURANCE CONTRACTOR shall procure and maintain at CONTRACTOR'S expense for the duration of this CONTRACT the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the service by the CONTRACTOR, its agents, employees or subcontractors: (1) Comprehensive General Liability insurance with limits of not less than the following: General Aggregate: Each Occurrence Auto liability (2) Workers' Compensation $2,000,000 $1,000,000 $1, 000, 000 Each Accident $1,000,000 Disease -policy limit $1,000,000 Disease -each employee $1,000,000 25P-6 4