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EMERGENCY MEDICAL SERV'CES FIRST RESPONDER ADVANCED LIFE SUPPORT AGREEMENT (7/1/2019) <br /> 16.20 Survival <br /> The obligations of this Agreement,which by their nature would continue beyond the <br /> termination or expiration of the Agreement, including without limitation,the obligations <br /> regarding Indemnification,Ownership of Documents,and Conflict of Interest, shall survive <br /> termination or expiration. <br /> 16.21 Severability <br /> If a court of competent jurisdiction holds in a final decision that any provision of this <br /> Agreement is illegal, unenforceable, or invalid in whole or in part, for any reason, the <br /> validity and enforceability of the remaining provisions, or portions of them,shall not be <br /> affected,unless an essential purpose of this Agreement would be defeated by the loss of the <br /> illegal,unenforceable,or invalid provision. <br /> 16.22 Patent and Copyright Indemnity <br /> City represents that it knows of no allegations, claims,or threatened claims that the <br /> materials, services, hardware or software ("City Products") provided to County under this <br /> Agreement infringe any patent, copyright,or other proprietary right. City shall defend, <br /> indemnify and hold harmless County,from and against all losses,claims, damages,liabilities, <br /> costs expenses and amounts (collectively, "Losses") arising out of or in connection with any <br /> claim that any City Products or the use thereof, infringe any patent,copyright or other <br /> proprietary right of any third party. County shall: a) notify City promptly of such claim or <br /> suit; b) permit City to defend,compromise, or settle the claim; and,c) provide,on a <br /> reasonable basis, information to enable City to do so. City shall not agree without County's <br /> prior written consent,to any settlement,which would require County to pay money or <br /> perform some affirmative act in order to continue using the City Products. <br /> If City is obligated to defend County pursuant to this Section and fails to do so after <br /> reasonable notice from County, County may defend itself and/or settle such claim or suit, <br /> and City shall pay to County any and all losses, damages and expenses (including attorney's <br /> fees and costs) incurred in relationship with County's defense and/or settlement of such <br /> claim or suit. <br /> In the case of any such claim of infringement, City shall either,at its option: a) procure for <br /> County the right to continue using the City Products; or b) replace or modify the City <br /> Products so that that they become non-infringing,but equivalent in functionality and <br /> performance. <br /> Page 22 of 24 <br />