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IV. Indemnification <br />A. Winko-Matic agrees to release, defend, indemnify <br />and hold harmless the City from any claim by third persons for <br />injuries or damages resulting from negligent design of the <br />Software by Winko-Matic. City agrees to notify Winko-Matic <br />promptly if City becomes aware of the possibility of damages from <br />defects in the Software. <br />B. City agrees to release, defend, indemnify and hold <br />harmless Winko-Matic from any claims by third persons for <br />injuries or damages resulting from negligence by City in its use <br />of the Software or Hardware covered by this agreement. <br />V. Subsequent Modification <br />A. Winko-Matic at its option may from time to time, <br />modify and enhance its Software at no cost to City provided that <br />Software shall continue to perform with the features and the <br />capabilities set forth in Exhibit A. In conjunction with such <br />modifications, Winko-Matic shall provide City with reasonable <br />notice prior to the modification and appropriate documentation to <br />permit continuing operation of the modified Software by City or <br />its agents. <br />B. Winko-Matic may charge the City for subsequent <br />changes to the Software which improve system features and <br />capabilities beyond those features and capabilities set forth in <br />Exhibit A and which are requested by City. The cost of such <br />system enhancements shall not exceed the reasonable prorated cost <br />(including a reasonable profit) of developing and installing said <br />system enhancements and the cost shall not exceed the price at <br />which said enhancements are generally made available to the <br />public at the time City requests installation. <br />VI. System Integrity <br />A. In view of the rigorous performance requirements of <br />the VMS-220 system and the need to assure that the system will <br />safely control vehicular traffic under such varying conditions as <br />priority routing of traffic, low voltage conditions, recovery <br />from power failures, failures of various components, loss of <br />communication between components and the like, it is a necessity <br />that each hardware and software component be compatible with the <br />remainder of the system in every mode of operation. <br />Consequently, only Winko-Matic hardware is recommended and <br />approved for use in this system. If hardware and/or software <br />manufactures by third parties is installed in the system, without <br />approval from Winko-Matic, Winko-Matic reserves the right to <br />cancel any remaining warranty and hereby disclaims all liability <br />of any kind resulting from a malfunction of a system in which <br />such hardware and/or software is installed. <br />B. Periodically, Winko-matic will upgrade the system <br />by installing enhanced software having functional advantages and <br />improvements over prior software. Often, such enhanced software <br />- 3 - <br />