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` 4. INDEPENDENT CONTRACTOR <br />CONTRACTOR shall be considered an independent contractor and neither CONTRACTOR, its <br />employees, nor anyone working under CONTRACTOR shall be considered an agent or an <br />employee of CITY. Neither CONTRACTOR, its employees, nor anyone working under <br />CONTRACTOR shall qualify for workers' compensation or other fringe benefits of any kind <br />through CITY. <br />5. WARRANTY <br />CONTRACTOR expressly warrants that the goods/services covered by this contract are 1 }free <br />of liens and encumbrances, 2) merchantable and good for the ordinary purposes for which they <br />are used, and 3}fit for the particular purpose for which they are intended. <br />6. COPYRIGHT INFRINGEMENT <br />CONTRACTOR shall, at its cost, defend or, at its sole option, settle any claim or suit brought <br />against CITY on the issue that any software program provided by CONTRACTOR through this <br />contract infringes a United States copyright, provided that CITY (a} notifies CONTRACTOR <br />promptly in writing of any such claim or suit; (b} gives CONTRACTOR full information and <br />assistance in settling and/or defending the suit; and (c) gives CONTRACTOR full authority and <br />control of the defense and/or settlement of any such action. CONTRACTOR shall not be liable <br />for any costs or expenses incurred (a) by CITY without CONTRACTOR's prior written <br />authorization; (b) for any claim based on the use or combination of the software with any other <br />software not provided by CONTRACTOR; (c) for any claim based on CITY's modification of the <br />software; (d) from use of other than the latest available version of the software; or (e) any <br />transaction entered into by CITY relating to the software without CONTRACTOR's prior written <br />consent. If a software program becomes subject to a claim of infringement for which <br />CONTRACTOR may become liable, CONTRACTOR may at its option (a) obtain the right to <br />continue using the software program; (b) replace or modify the software program to make it non- <br />infringing so long as the replacement or modification meets substantially similar specifications; or <br />(c} terminate the licenses and refund the license fees paid. In such case that CONTRACTOR <br />terminates the licenses, CITY, in its sole discretion, may elect to return the hardware required to <br />implement this system, including the GST Tracker Server, GST Database Server and the 150 <br />GPS mobile devices for a full refund from CONTRACTOR. EXCEPT FOR THESE REMEDIES, <br />CONTRACTOR SHALL HAVE NO LIABILITY TO CITY FOR COPYRIGHT INFRINGEMENT, <br />AND SHALL IN NO INSTANCE HAVE ANY LIABILITY TO CITY FOR DIRECT, INDIRECT OR <br />CONSEQUENTIAL DAMAGES FROM INFRINGEMENT. <br />7. INSURANCE <br />CONTRACTOR shall procure and maintain at CONTRACTOR'S expense forthe duration of this <br />CONTRACT the following insurance against claims for injuries to persons or damages to <br />property which may arise from or in connection with the performance of the service by the <br />CONTRACTOR, its agents, employees or subcontractors: <br />(1) Comprehensive General Liability insurance with limits of not less than the following: <br />General Aggregate: $2,000,000 <br />