Res 2014-005/Approving a telephone hardware and software master purchase and maintenance agreement w/Norstan Communications dba Black Box Network services

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than Vendor; (iii) a claim arising from use of components manufactured, developed or programmed at City's request to City's production specifications; (iv) a claim arising from use of the components in a manner or for a purpose not contemplated by this Agreement; (v) a claim arising from those portions of the Product (a) which are modified after shipment by any party other than Vendor, if the alleged infringement relates to such modification, or (b) directly or indirectly combined with any non- Vendor equipment, products, processes or materials where the alleged infringement relates to such combination; (vi) a claim where the alleged infringing activity continues after Vendor has notified City thereof or after Vendor has informed City of modifications that would have avoided the alleged infringement; or (vii) a claim where the alleged infringement is based on use of a version of the Product other than the then current version of the Product, if such alleged infringement could have been avoided by use of the then current version of the Product. Should the Product or its components become subject to a claim of infringement of a United States patent or copyright, Vendor may, at its option and expense: (x) procure for City the right to continue the uninterrupted use of the affected Equipment and /or Software; (y) replace or modify the same so that it becomes non - infringing; or (z) refund to the City the depreciated value of the affected components as carried on the books of the City for tax purposes, on the date of any injunction, if any, in which case City shall return the affected components to the Vendor. This Section sets forth the City's SOLE AND EXCLUSIVE REMEDY for any patent or copyright infringement claims. 8.3 The Contractor will procure and maintain at its own expense insurance with insurance companies authorized to do business in the State of Texas, covering all operations under the Agreement, whether performed by the Contractor or its agents, subcontractors or employees. Before commencing the work the Contractor will furnish to the City a certificate or certificates in a form satisfactory to the City, showing that the Contractor has complied with this paragraph. All certificates will provide that the policies will not be canceled until at least 30 calendar days prior written notice has been given to the City. Failure of the Contractor to demand a certificate or other sufficient evidence of full compliance with these insurance requirements or failure of the Contractor to identify a deficiency from the evidence that is provided as proof of insurance will not be construed as a waiver of the Contractor's obligation to maintain the required insurance coverage specified herein. Commercial general liability and motor vehicle insurance will be written with the City as an additional insured and will be endorsed to provide a waiver of the carrier's right of subrogation against the City. The kinds and amounts of insurance required are as follows: Workers' Compensation Insurance and /or Employer's Liability: In accordance with the provisions of the Workers' Compensation Act of the State of Texas and /or $500,000.00 1$500,000.00 for Employer's Liability. Liability Insurance: (1) Commercial general liability insurance (standard ISO version) with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate, Black Box Telephone Hardware and Software Master Purchase and Maintenance Agreement 2013 Ire