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REV: 10-05-23 VR
<br />14.1.4. Consultant agrees to release, indemnify, defend, and save
<br />harmless City, its officers, and employees from any and all claims,
<br />damages, suits, costs, expenses, liabilities, actions or proceedings of any
<br />kind resulting from the performance under this Agreement which infringes
<br />upon any patent, trademark or copyright or other right protected by law.
<br />14.2 Consultants Moral Rights; City Ownership Rights.
<br />14.2.1. City must preserve complete flexibility to operate and manage
<br />City properties. Therefore, City retains the absolute right to alter, repair,
<br />modify, remove, relocate, sell, dispose of, or destroy (collectively, “Modify”)
<br />the Work Product in its sole judgment. For example, City may modify the
<br />Work Product to eliminate hazards, to comply with the ADA, to otherwise
<br />aid in the management of its property and affairs, or through neglect or
<br />accident. If, during or after the term of this Agreement, City finds the project
<br />site to be inappropriate, City has the right to install the Work Product at an
<br />alternate location that it chooses in its sole discretion.
<br />14.2.2. With respect to the Work Product produced under this
<br />Agreement, Consultant waives any and all claims, arising at any time and
<br />under any circumstances, against City its officers, agents, employees,
<br />successors and assigns, arising under the federal Visual Artists Rights Act
<br />(17 U.S.C. §§106A and 113(d)), the California Art Preservation Act (Cal.
<br />Civil Code §§987 et seq.), and any other local, state, federal or international
<br />laws that convey rights of the same nature as those conveyed under 17
<br />U.S.C. §106A, Cal. Civil Code §§987 et seq., or any other type of moral
<br />right protecting the integrity of works of art. If the Work Product is
<br />incorporated into a site such that the Work Product cannot be removed from
<br />the site without Modifying the Work Product, Consultant waives any and all
<br />such claims against any future owners of the site, and its agents, officers
<br />and employees, for Modifying the Work Product. Consultant acknowledges
<br />that all such decisions concerning the Work Product shall be made in the
<br />sole discretion of City, its officers, employees, agents, contractors,
<br />licensees, successors or assigns. Consultant further acknowledges that
<br />Consultant retains no rights in and to the Work Product itself nor to any
<br />design, sketches, drawings, maquettes, models, slides, photographs, or
<br />other related materials with regard to attribution and integrity of the Work
<br />Product. In addition to the extent such rights may not be waived, Consultant
<br />covenants not to assert such rights against City, its officers, employees,
<br />agents, contractors, licensees, successors or assigns.
<br />14.2.3. City has no obligation to pursue claims against third parties
<br />for modifications or damage to the Work Product done without City’s
<br />authorization. However, City may pursue claims against third parties for
<br />modifications or damage or to restore the Work Product if the Work Product
<br />has been modified without City’s authorization. In the event City pursues
<br />ATTY/AGR.2023.245/Escartiz Studio (Jardin de Ninos Park Expansion Art Installation) (Page 7 of 15)
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