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REV: 04-20-2022 RL
<br />on the Work Product in the form and manner required to protect copyrights in that Work
<br />Product under federal copyright law. If the copyright is registered with the United States
<br />Copyright Office, Artist shall provide City with a copy of the application for registration,
<br />the registration number, and the effective date of the registration.
<br />10.1.2. Artist agrees that all Services performed under this Agreement shall comply
<br />with all applicable patent, trademark and copyright laws, rules, regulations and codes of
<br />the State of California and the United States. Artist hereby represents and warrants
<br />that the Work Product does not, and Artist has not and will not, utilize any protected
<br />patent, trademark or copyright in performance under this Agreement unless and until
<br />Artist has obtained proper permission and all releases and other necessary documents.
<br />If Artist specifies any material, equipment, process or procedure, which is protected,
<br />Artist shall disclose such patents, trademarks and copyrights in the construction
<br />drawings and technical specifications, such listing to be appended to this Agreement
<br />and shall be incorporated 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
<br />Agreement which infringes upon any patent, trademark or copyright or other right
<br />protected by law.
<br />10.2 Artists Moral Rights; City 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
<br />be inappropriate, City has the right to install the Work Product at an alternate location
<br />that it 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
<br />works of art. If the Work Product is incorporated into a site such that the Work Product
<br />cannot be removed from the site without Modifying the Work Product, Artist waives any
<br />and all such claims against any future owners of the Site, and its agents, officers and
<br />employees, for Modifying the Work Product. Artist acknowledges that all such decisions
<br />concerning the Work Product shall be made in the sole discretion of City, its officers,
<br />employees, agents, contractors, licensees, successors or assigns. In addition to the
<br />extent such rights may not be waived, Artist covenants not to assert such rights against
<br />City, its officers, 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
<br />event City pursues such a claim, it will make a good faith attempt to notify Artist, and
<br />Artist shall cooperate with City’s efforts to prosecute such claims.
<br />ATTY/AGR.2022.092/Rachel Wolfe-Goldsmith (Page 3 of 8)
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