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4. Term. Unless earlier terminated in accordance with this Agreement, the term of
<br /> this Agreement shall continue in full force and effect for a period of one ( 1 ) year from the
<br /> execution date. The City Manager may amend this Agreement to extend it for up to four (4)
<br /> additional one-year terms. Any extension will be based upon a satisfactory review of PSD's
<br /> performance, City needs, and appropriation of funds by the City. The parties shall prepare a
<br /> written amendment indicating the effective date and length of the extended Agreement.
<br /> 5. Software License. PSD grants to City a non-exclusive right to install and use the
<br /> software described in Exhibit A on an unlimited number of devices in the City's Public Works
<br /> Department, and to access and use the software described in Exhibit A on a worldwide basis in
<br /> accordance with the provisions of this Agreement.
<br /> 6. Independent Contractor. At all times during the term of this Agreement, PSD,
<br /> its employees and agents shall be independent contractors and not employees or agents of the
<br /> City. PSD, its employees and agents shall have no authority, express or implied, to bind the City
<br /> to any obligation whatsoever.
<br /> 7. Assignment and Subcontracting. PSD shall not assign, subcontract, or transfer
<br /> any of its rights or obligations or portions thereof under this Agreement, and any attempt at such
<br /> assignment, subcontracting, or transfer will be void without the prior written consent of the City
<br /> Manager or his/her designee. If PSD subcontracts any of the Services, PSD will be fully
<br /> responsible to City for the acts and omissions of PSD's subcontractor and of the persons either
<br /> directly or indirectly employed by the subcontractor, as PSD is for the acts and omissions of
<br /> persons directly employed by PSD. Nothing contained in this Agreement will create any
<br /> contractual relationship between any subcontractor of PSD and City. PSD will be responsible for
<br /> payment of subcontractors. PSD will bind every subcontractor and every subcontractor of a
<br /> subcontractor by the terms of this Agreement applicable to PSD's work unless specifically noted
<br /> to the contrary in the subcontract and approved in writing by City. It is mutually understood and
<br /> agreed that this Agreement will be binding upon the parties and their respective successors.
<br /> 8. Indemnification.
<br /> 8. 1 General Indemnification. PSD shall, to the fullest extent allowed by law, with
<br /> respect to all services performed in connection with this Agreement, defend
<br /> with counsel acceptable to City, indemnify, and hold City, its officers,
<br /> employees, agents, and volunteers ("Indemnitees"), harmless from and against
<br /> any and all claims, damages, losses, and expenses including attorneys' fees
<br /> that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br /> misconduct of PSD, any subcontractor(s), or anyone directly or indirectly
<br /> employed by any of them or anyone for whose acts any of them may be liable
<br /> ("Claims"). PSD will bear all losses, costs, damages, expense and liability of
<br /> every kind, nature and description, including attorneys' fees, experts fees,
<br /> court costs and disbursements, that arise out of, pertain to, or relate to such
<br /> Claims, whether directly or indirectly ("Liability"). Such obligations to
<br /> defend, hold harmless and indemnify the City shall not apply to the extent that
<br /> such Liability is caused by the gross negligence or willful misconduct of the
<br /> City.
<br /> Page 2 of 21
<br /> REV: 03-31-16 FF
<br /> ATTY/AGR.2016.066/PSD HiperWeb
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