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<br />copyright, trade secret or other Intellectual Property of any other Person, and the City <br />shall render to Vendor such reasonable cooperation and assistance as is reasonably <br />requested by Vendor in the defense thereof; provided, that Vendor shall reimburse the <br />City for any reasonable costs, including without limitation attorneys fees and court costs, <br />as well as City staff costs, incurred in providing such cooperation and assistance. If such <br />a claim is made and Vendor determines in the exercise of its sole discretion, or a court or <br />administrative proceeding of competent jurisdiction determines, that an infringement may <br />exist, Vendor shall have the right, but not the obligation, to procure for the City the right <br />to keep using the allegedly infringing items, modify them to avoid the alleged <br />infringement or replace them with non-infringing items, all at no cost to the City. In <br />addition, in such event, the City has the right, but not the obligation, to terminate this <br />Agreement pursuant to paragraph 6.1. <br /> <br />5.0 Representations and Warranties. <br /> <br />5.1.Vendor Representations and Warranties. <br /> <br />5.1.1. Authority. Vendor hereby warrants and represents that: <br /> <br />5.1.1.1. it has all right, power and authority to execute and deliver this <br />Agreement and perform its obligations hereunder; and, <br /> <br />5.1.1.2. to the extent legally required, Vendor has all ownership rights, <br />licenses, or other required authority to use the software and hardware <br />it installs to perform the services under this Agreement. <br /> <br />5.1.2. Professional Services. Vendor hereby warrants and represents that any <br />and all services provided by Vendor pursuant to this Agreement shall be <br />performed in a professional and workmanlike manner and, with respect to <br />the installation of the Vendor System, subject to applicable law, in <br />compliance with all specifications provided to Vendor by the City. <br /> <br />5.2. City Representations and Warranties. <br /> <br />5.2.1. Authority. The City hereby warrants and represents that it has all right, <br />power and authority to execute and deliver this Agreement and perform its <br />obligations hereunder; provided that Vendor acknowledges that the initial <br />program is premised on being consistent with the requirements and <br />authority of state law, applicable attorney general opinions, and the City's <br />Ordinance, and City cannot and does not warrant the outcome of any <br />judicial or legislative action that may be taken affecting these authorities <br />subsequent to the execution of this Agreement. <br /> <br />5.3. Professional Services. The City hereby warrants and represents that any and all <br />services provided by the City pursuant to this Agreement shall be performed in a <br />professional and workmanlike manner in City's governmental capacity. <br /> <br />Page 8 of31 <br />