25H - PURCHASE OF THE CRIME MAPPING ANALYSIS SOFTWARE

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provide the annual software maintenance services. Within 3 months from the start of software annual maintenance, CONTRACTOR shall complete the customization of CrimeMap weekly reports and monthly reports. CITY shall pay CONTRACTOR 5% of the total purchase price within 30 days from the date GST has completed the customized weekly and monthly reports. 4. INDEPENDENT CONTRACTOR CONTRACTOR shall be considered an independent contractor and neither CONTRACTOR, its employees, nor anyone working under CONTRACTOR shall be considered an agent or an employee of CITY. Neither CONTRACTOR, its employees, nor anyone working under 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 C1TY'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 prior written 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 sa long as the replacement or modification meets substantially similar specifications; or {c) terminate the licenses and refund the license fees paid. 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 mainfain 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: 3 25H-12