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6.1.1. - Page 7
<br /> 7.5 The Parties expressly agree that this Section 7 shall survive the
<br /> expiration or termination of this Agreement.
<br /> 8. Product Performance and Support. During a Warranty Period of one year after
<br /> completion of installation and City acceptance of the work, and at any time during which City
<br /> has contracted for Maintenance and Support Services, Contractor shall provide support services
<br /> as set forth in this Section 8 and in Section 4 of Exhibit A (the "Support Services"). City may
<br /> acquire additional years of Support Services at a price of$9,995 per year.
<br /> (a) General. During the one year period after installation and acceptance of the work,
<br /> and thereafter during all times City has engaged Contractor to provide the Support
<br /> Services, Contractor will provide the maintenance and support services in
<br /> accordance with this Section 8 and also in accordance with Section 4 of Exhibit A,
<br /> applicable to all hardware and software components of the system, including,
<br /> without limitation, nBox sensors, signage and the Web-Based Software.
<br /> (b) Telephone Support. Contractor will, at no additional cost, provide to City unlimited
<br /> telephone or email support relating to the installation, implementation, configuration,
<br /> use and operation of the Services or any problems therewith.
<br /> (c) Service Assistance. In addition, Contractor will answer questions by City Personnel
<br /> regarding the operation of the Services and the development and implementation by
<br /> City and its personnel of interfaces with the services ("Know-How"). Know-How
<br /> may include any of the following:
<br /> (i) Data files, file and data definitions and relationships, data definition
<br /> Specifications, data models, interfaces, program architecture, program
<br /> structure, sequence and organization, screen displays, reference and user
<br /> manuals, design and functional Specifications;
<br /> (ii) Maintenance, support utilities and tools relating to the Services;
<br /> (iii) Security requirements and methodologies relating to the Services;
<br /> Such other material as City may reasonably request.
<br /> 9. Hold Harmless. Contractor shall, to the fullest extent allowed by law, with
<br /> respect to all services performed in connection with this Agreement, defend with counsel
<br /> acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers,
<br /> harmless from and against any and all claims that arise out of, pertain to, or relate to the
<br /> negligence, recklessness, or willful misconduct of the Contractor, subcontractor, or anyone
<br /> directly or indirectly employed by any of them or anyone for whose acts any of them may be
<br /> liable ("Claims"). Contractor will bear all losses, costs, damages, expense and liability of every
<br /> kind, nature and description, including attorneys' fees, experts fees, court costs and
<br /> disbursements, that arise out of, pertain to, or relate to such Claims, whether directly or indirectly
<br /> ("Liability"). Such obligations to defend, hold harmless and indemnify the City shall not apply
<br /> to the extent that such Liability is caused by the sole negligence or willful misconduct of the
<br /> City.
<br /> ATTY/AGR/2016.082/VIMOC TECHNOLOGIES INC.
<br /> REV:04-21-16 JS
<br /> Page 4 of 21
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