Agmt17 ELS Architecture and Urban Design

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Client is not bound by this Agreement to employ the services of Consultant in the event such documents are used or reused for these purposes. Client shall be able to use or reuse the Project Documents for these purposes without risk of liability to the Consultant or third parties with respect to the condition of the Project Documents, and the use or reuse of the Project Documents for these purposes shall not be construed or interpreted to waive or limit Client's right to recover for latent defects or for errors or omissions of the Consultant. Any use or reuse by Client of the Project Documents on any project other than this Project without employing the services of Consultant shall be at Client's own risk with respect to third parties. If Client uses or reuses the Project Documents on any project other than this Project, it shall remove the Consultant's seal from the Project Documents and indemnify and hold harmless Consultant and its officers, directors, employees, and subconsultants from claims arising out of the negligent use or re -use of the Project Documents on such other project. 15.2 License. Upon receipt of all monies due and owing to Consultant, this Agreement creates a non-exclusive and perpetual license for Client to copy, use, modify or reuse any and all Project Documents and any intellectual property rights therein. Consultant shall require any and all subcontractors and consultants to agree in writing that Client is granted a non-exclusive and perpetual license for the work of such subcontractors or consultants performed pursuant to this Agreement. 15.3 Riaht to License. Consultant represents and agrees that Consultant has the legal right to license any and all copyrights, designs and other intellectual property embodied in the Project Documents that Consultant prepares or causes to be prepared pursuant to this Agreement. Consultant shall indemnify and hold Client harmless pursuant to the indemnification provisions of this Agreement for any breach of this Section. Consultant makes no such representation and warranty in regard to previously prepared designs, plans, specifications, studies, drawings, estimates or other documents that were prepared by design professionals other than Consultant and provided to Consultant by Client. 16. Notices. The name of the persons who are authorized to give written notices or to receive written notice on behalf of Client and on behalf of Consultant under this Agreement. If to Client: City of Redwood City Attention: City Manager 1017 Middlefield Road Redwood City, CA 94063 (650) 780-7000 YMCA of Silicon Valley ATTY/AGR/2017.263/CITY—YMCA ARCHITECTURE AGREEMENT REV. 11-09-17 VR If to Consultant ELS Architecture and Urban Design Attention: 2040 Addison Street Berkeley, CA 94704 (510) 843-3304 Page 9 or 15