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economically disadvantaged enterprises. In performing services under this Agreement, Agency <br />shall endeavor to further this policy whenever practicable. <br />10. Successors and Assignment <br />This Agreement covers professional services of a specific and unique nature. <br />Except as otherwise provided herein, Agency, including its participating entities, consultants, and <br />sub -consultants, shall not assign or transfer its interest in this Agreement. <br />11. Use of Materials <br />Metropolitan will make available to Agency such materials from its files as may be <br />required by Agency to perform services under this Agreement. Such materials shall remain the <br />property of Metropolitan while in Agency's possession. Upon termination of this Agreement and <br />payment of outstanding invoices of Agency, or completion of work under this Agreement, Agency <br />shall turn over to Metropolitan any property of Metropolitan in its possession and any <br />calculations, notes, reports, electronic files, or other materials prepared by Agency in the course <br />of performing the services under this Agreement. <br />12. Intellectual Property <br />a. All intellectual property pursuant to this Agreement shall be owned by <br />Agency and Agency hereby grants Metropolitan and its member public agencies a perpetual, <br />nonexclusive license, at no cost, to use the intellectual property developed in the course of the <br />work performed under this Agreement by Agency or any contractor and consultant working on <br />Study as described in Exhibit A. As used herein, the term "intellectual property" includes, but is <br />not limited to, all inventions, patents, copyrightable subject matter, copyrights, test data, trade <br />secrets, other confidential information and software. <br />b. Agency agrees that all results produced in the performance of this <br />Agreement may be released to the public. <br />C. Metropolitan may utilize any material prepared or utilize work performed <br />by Agency pursuant to this Agreement, including computer software, in any manner which <br />City of Santa Ana 7 Agreement No. 189280 <br />20C-14 <br />