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<br />provide the annual software maintenance services. W[thin.3 months from-the start <br />- of software annual maintenance, CONTRACTOR shall complete tfie customization <br />of CrimeMap weekly reports and monthly reports. <br />CfTY shall pay CONTRACTOR 5Q/o of-the totaRpurchase pride withln.30 days'from <br />the date GSl' has completed the customized weekly and' monthly reports. <br />4. ? INDEPENDENT CONTRACTOR <br />CONTRACTOR-shall be consktered an independent contractor and neither CONTRACTOR, <br />its employees, noranyone working underCONTRACTOR shall be considered amagent oran <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 />6. WARRANTY <br />C.ONI'RACTOR expressly warrants.that the goods/services covered by this contrada[e 1) free <br />ofi liens and ericumbrances, 2) merchantable and good foc the ordinary purposes for which <br />they 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 suitbrought <br />against CITY on the ssue that any software program provided try CONTRACTOR through this <br />contract lnfrir?ges a United States copyright,: provided that-CITY (a) notifies..CONTRACTOR <br />promptly in wri#Ing of any such'clalm or suit; (b) gives CONTRACTOR full 'information and <br />asslstanoein settling and/or defending the suit. a'nd (c) glues CONTRACTOR full authority and <br />control of the defense and/orsettlement of any such action. CONTRACTOR shall notbe liable <br />for any costs or expenses incurred (a) by CITY without CONTRAGTOR`s prior written <br />authorization; (ta) for any claim based on tha use or combination of the software with any other <br />software:not provided 6y.CONTRACTOR; (c) for any claim based on C1TY's modification of <br />transaction entered-into by CITY relating bo theeso afiwarebWle?tversion of the software; or (e)`any <br />out CONTRACTOR's priorwritten <br />consent. if a software ,program .becomes subject to a claim of .infringement .for which <br />.. <br />CONTRACTOR may become liable, CONTRACTOR may at its option (a) obtain the right to <br />continue using the software program; (b) eplace or modify the software program to make ]t <br />non infringing ' o :long as the replacement or modification meets substantially similar <br />spacificattons; or.(c) terminate the licenses and refund the license-fees paid. EXCEfTT FOR <br />THESE REiVIEDiES, CONTRACTOR SHALL HAVE NO LIABILITY TO CITY FOR <br />COPYRIGHT INFRINGEMENT, AND SHALL IN NO INSTANCE HAVE ANY LIABILITY TO <br />CITY FOR DIRECT, iNDIRECT,OR CONSEQUENTIAL DAMAGES FROM INFRINGEMENT. <br />?: <br />7. INSURANCE <br />CONTRACTOR shall,.proce?re and maintain at CONTRACTOR'S sxpanse'for tha duration of <br />this CONTRACT the following insurance. against claims foririJUries 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 orsubcontractors: <br />25C-18