Agmt15 Fung Collaboratives - "Harmabee"

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- r.li 10. Ownership. 10.1 Copvriqhts. 10.1.1. In consideration of the City's selection of the Consultant to perform the Services, and for valuable consideration to Consultant, including designing and creating the work of art listed in Exhibit A (for purposes of this Section 10, "Work Product") for City, Consultant agrees that City is given an exclusive right, privilege and license to display, use, modify, and exhibit the Work Product as decided solely by City. Artist retains copyright to the Work Product. 10.1.2. Consultant agrees that all Services performed under this Agreement shall comply with all applicable patent, trademark and copyright laws, rules, regulations and codes of the State of California and the United States. Consultant hereby represents and warrants that the work does not, and Artist has not and will not, utilize any protected patent, trademark or copyright in performance under this Agreement unless and until Consultant has obtained proper permission and all releases and other necessary documents. If Consultant specifies any material, equipment, process or procedure which is protected, Consultant shall disclose such patents, trademarks and copyrights in the construction drawings and technical specifications, such listing to be appended to this Agreement and shall be incorporated by this reference. 10.1.4. Consultant agrees to release, indemnify, defend and save harmless City, its officers and employees from any and all claims, damages, suits, costs, expenses, liabilities, actions or proceedings of any kind resulting from the performance under this Agreement which infringes upon any patent, trademark or copyright or other right protected by law. 10.2 Artists Moral Riqhts; Citv Ownership Riqhts. 10.2.1. City must preserve complete flexibility to operate and manage City properties. Therefore, City retains the absolute right to alter, modify, repair, remove, relocate, sell, dispose of, or destroy (collectively, "Modify") the Work Product in its sole judgment. For example, City may modify the Work Product to eliminate hazards, to comply with the ADA, to otherwise aid in the management of its property and affairs, or through neglect or accident. City agrees to provide Artist with reasonable notice if the Work Product requires or needs to be modified to comply with ADA requirements. If, during or after the term of this Agreement, City finds the project site to be inappropriate, City has the right to install the Work Product at an alternate location that it chooses in its sole discretion. REV:08-28-15 MLG ATTY/AGR.2015.180/FUND COLLABORATIVES Page 4 of 27