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13 The Library's Election of Hosting Services <br />The Library has elected to receive Hosting Services for operation and delivery of the System <br />to be provided as a Hosted Solution according to the provisions of the Hosting Services <br />Agreement that is to be separately executed by the parties in addition to this Agreement. <br />a. Acceptance and Payment <br />The Hosting Services Agreement contained in Schedule I of this Agreement defines <br />procedures for Acceptance of the Hosted Solution and Hosting Services that is a <br />prerequisite for full payment of the amounts due under this Agreement as specified by <br />Schedule H. <br />14 Special considerations <br />(A) TLC acknowledges that the library's financial commitment in purchasing and maintaining <br />the system is substantial and that the library enters into the contract expecting vendor will <br />remain in business in the foreseeable future to service and maintain the system and fulfill <br />TLC's obligations. Accordingly, TLC represents and warrants that it: <br />1. Has not received any notice or claim from any other party that any portion of the system is <br />being used contrary to or in violation of another party's patent, copyright, trademark, trade <br />secret, license, or other intellectual property interest; <br />2. Is not now negotiating for the sale or transfer of its business or assets to another entity or <br />company; <br />3. Has no knowledge or information that, in the foreseeable future, its ability to fulfill its <br />obligations and commitments to the library will be hindered or jeopardized. <br />15 Patent and Copyright. <br />The Library Corporation will defend the Library against any claim that Licensed <br />Software or Software Materials or Sub -Licensed Software or Hardware furnished and <br />used within the scope of the licenses and Sub -Licenses and titles to Hardware granted <br />herein infringe a U.S. patent or copyright and The Library Corporation will pay resulting <br />costs, damages and attorney fees finally awarded, provided that: (a) the Library <br />promptly notifies The Library Corporation in writing of the claim, and (b) The Library <br />Corporation has sole control of the defense and all related settlement negotiations. <br />b. If such claim has occurred, or in The Library Corporation's opinion is likely to occur, <br />the Library agrees to permit The Library Corporation at its option at no additional <br />expense to the Library either to procure for the Library the right to continue using the <br />Licensed Software or Sub -Licensed Software or Hardware or to replace or modify the <br />same so that they become non -infringing. <br />City of Santa Ana <br />Page 7 <br />25B-9 <br />