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be and remain the property of City without restriction or limitation upon its use or
<br />dissemination by City. Basic survey notes, sketches, charts, computations and similar data
<br />prepared or obtained by Contractor under this Agreement shall, upon request, be made available
<br />to City. None of the Work Product shall be the subject of any common law or statutory
<br />copyright or copyright application by Contractor. In the event of the return of any of the Work
<br />Product to Contractor or its representative, Contractor shall be responsible for its safe return to
<br />City. Under no circumstances shall Contractor fail to deliver any draft or final designs, plans,
<br />drawings, reports or specifications to City upon written demand by City for their delivery,
<br />notwithstanding any disputes between Contractor and City concerning payment, performance of
<br />the contract, or otherwise. This covenant shall survive the termination of this Agreement. City's
<br />reuse of the Work Product for any purpose other than the Project, shall be at City's sole risk.
<br />7.2. Assignment of Intellectual Property Interests: Upon execution of this
<br />Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the
<br />Contractor shall be deemed to grant and assign to City , and shall require all of its
<br />subcontractors to assign to City , all ownership rights, and all common law and statutory
<br />copyrights, trademarks, and other intellectual and proprietary property rights relating to the
<br />Work Product and the Project itself, and Contractor shall disclaim and retain no rights
<br />whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall
<br />be entitled to utilize the Work Product for any and all purposes, including but not limited to
<br />constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the
<br />Project or any aspect of the Project.
<br />7.3 Title to Intellectual Properv. Contractor warrants and represents that it
<br />has secured all necessary licenses, consents or approvals to use any instrumentality, thing or
<br />component as to which any intellectual property right exists, including computer software, used
<br />in the rendering of the Services and the production of the Work Product and/or materials
<br />produced under this Agreement, and that City has full legal title to and the right to reproduce
<br />any of the Work Product. Contractor shall defend, indemnify and hold City, and its elected
<br />officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as
<br />independent contractors in the role of City officials, harmless from any loss, claim or liability
<br />in any way related to a claim that City's use is violating federal, state or local laws, or any
<br />contractual provisions, relating to trade names, licenses, franchises, patents or other means of
<br />protecting intellectual property rights and/or interests in products or inventions. Contractor shall
<br />bear all costs arising from the use of patented, copyrighted, trade secret or trademarked
<br />documents, materials, software, equipment, devices or processes used or incorporated in the
<br />Services and materials produced under this Agreement. In the event City's use of any of the
<br />Work Product is held to constitute an infringement and any use thereof is enjoined, Contractor,
<br />at its expense, shall: (a) secure for City the right to continue using the Work Product by
<br />suspension of any injunction or by procuring a license or licenses for City; or (b) modify the
<br />Work Product so that it becomes non- infringing. This covenant shall survive the termination
<br />of this Agreement.
<br />8. Status as Independent Contractor. Contractor is, and shall at all
<br />as to City, a wholly independent contractor. Contractor shall have no power to in
<br />PSA without professional liability insurance (contractor)
<br />Last Revised: 05122114
<br />Page 5
<br />25E-10
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