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II. CONTRACT DOCUMENTS This Contract consists of this Agreement and Exhibits, the BikeConnect Product License, attached as Attachment 1, and the Warranty, attached as Attachment 2. III. INTELLECTUAL PROPERTY The City requires the following regarding copyrighting and patent pending on work products pertaining to this Contract: a. Copyright: All work products of the Contractor which result from this Contract are the exclusive property of the City. If this Contract results in a copyright, the City of Santa Ana reserves a royalty -free, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for governmental purposes, the work or the copyright to any work developed under this Contract and any rights of copyright to which the Contractor or its sub -vendor, purchases ownership with grant support. At termination of contract, all necessary software and firmware licenses shall be made available to the City with applicable fees. b. Patent: If this Contract results in the production of patentable items, patent rights, processes, or inventions, the Contractor or any of its sub -vendors shall immediately notify the City. The City will provide the Contractor with further instruction on whether protection on the item will be sought and how the rights in the item will be allocated and administered in order to protect the public interest, in accordance with federal guidelines. c. Contractor is responsible for providing City with any known intellectual property held by Contractor and being purchased under license agreement by City. IV. TERM The term of this contract shall commence on the date of award by City Council. The design and installation contract shall be complete upon the City's delivery to Contractor of written acceptance of the secure bike facilities, at which time the warranty period shall commence. The one-year maintenance and support period shall commence on City's delivery of written acceptance of the facilities, and may be renewed for up to five successive one-year periods. V. COMPENSATION City agrees to pay and contractor agrees to accept as total payment for its services the rates and charges set forth in contractor's proposal, attached hereto and incorporated by reference. A ten percent (10%) contingency is available, at the direction of the Executive Director of the Public Works Agency, for unanticipated costs related to the procurement and installation of the bike parking facilities. The total amount City shall pay for all services related to the design, procurement and installation of the facilities, shall not exceed $220,684.00, during the term of this Agreement.