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