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10. 1 .2. Artist agrees that all Services performed under this Agreement shall comply with
<br /> all applicable patent, trademark and copyright laws, rules, regulations and codes of the
<br /> State of California and the United States. Artist hereby represents and warrants that the
<br /> work does not, and Artist has not and will not, utilize any protected patent, trademark or
<br /> copyright in performance under this Agreement unless and until Artist has obtained
<br /> proper permission and all releases and other necessary documents. If Artist specifies
<br /> any material, equipment, process or procedure which is protected, Artist shall disclose
<br /> such patents, trademarks and copyrights in the construction drawings and technical
<br /> specifications, such listing to be appended to this Agreement and shall be incorporated
<br /> by this reference.
<br /> 10. 1 .4. Artist agrees to release, indemnify, defend and save harmless City, its officers
<br /> and employees from any and all claims, damages, suits, costs, expenses, liabilities,
<br /> actions or proceedings of any kind resulting from the performance under this Agreement
<br /> which infringes upon any patent, trademark or copyright or other right protected by law.
<br /> 10.2 Artists Moral Rights; City Ownership Rights.
<br /> 10.2. 1 . City must preserve complete flexibility to operate and manage City properties.
<br /> Therefore, City retains the absolute right to alter, repair, modify, remove, relocate, sell,
<br /> dispose of, or destroy (collectively, "Modify) the Work Product in its sole judgment. For
<br /> example, City may modify the Work Product-to eliminate hazards, to comply with the
<br /> ADA, to otherwise aid in the management of its property and affairs, or through neglect
<br /> or accident. If, during or after the term of this Agreement, City finds the project site to be
<br /> inappropriate, City has the right to install the Work Product at an alternate location that it
<br /> chooses in its sole discretion.
<br /> 10.2.2. With respect to the Work Product produced under this Agreement, Artist waives
<br /> any and all claims, arising at any time and under any circumstances, against City its
<br /> officers, agents, employees, successors and assigns, arising under the federal Visual
<br /> Artists Rights Act (17 U.S.C. §§106A and 113(d)), the California Art Preservation Act
<br /> (Cal. Civil Code §§987 et seq.), and any other local, state, federal or international laws
<br /> that convey rights of the same nature as those conveyed under 17 U.S.C. §106A, Cal.
<br /> Civil Code §§987 et seq., or any other type of moral right protecting the integrity of works
<br /> of art. If the Work Product is incorporated into a site such that the Work Product cannot
<br /> be removed from the site without Modifying the Work Product, Artist waives any and all
<br /> such claims against any future owners of the Site, and its agents, officers and employees,
<br /> for Modifying the Work Product. Artist acknowledges that all such decisions concerning
<br /> the Work Product shall be made in the sole discretion of City, its officers, employees,
<br /> agents, contractors, licensees, successors or assigns. Artist further acknowledges that
<br /> Artist retains no rights in and to the Work Product itself nor to any design, sketches,
<br /> drawings, moquettes, models, slides, photographs, or other related materials with regard
<br /> to attribution and integrity of the Work Product. In addition to the extent such rights may
<br /> not be waived, Artist covenants not to assert such rights against City, its officers,
<br /> employees, agents, contractors, licensees, successors or assigns.
<br /> 10.2.3. City has no obligation to pursue claims against third parties for modifications or
<br /> damage to the Work Product done without City's authorization. However, City may
<br /> pursue claims against third parties for modifications or damage or to restore the Work
<br /> Product if the Work Product has been modified without City's authorization. In the event
<br /> City pursues such a claim, it will make a good faith attempt to notify Artist, and Artist shall
<br /> cooperate with City's efforts to prosecute such claims.
<br /> ATTY/AGR/2016.277/DAMON BELANGER
<br /> REV: 09-27-16 RL
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