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<br />Consulting Services Agreement between City of San Leandro and Last revised 3/23/2021
<br />CivicPlus, LLC for Website Update Project Page 14 of 16
<br />described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
<br />of Section 2202.5 of the California Public Contract Code, as applicable.
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<br />10.15 Ownership and Content Responsibility. Upon payment of amounts invoiced for Project
<br />Development per the schedule under the applicable SOW, City will own the website
<br />graphic designs, webpage or Services content, module content, importable/exportable
<br />data, and archived information (“City Content”) created by CivicPlus on behalf of Client
<br />pursuant to this Agreement. “City Content” also includes any all reports, data, maps,
<br />models, charts, studies, surveys, photographs, memoranda, plans, specifications, records,
<br />files, any elements of text, graphics, images, photos, designs, artworks, logos, trademarks,
<br />services marks, and other materials or content which City provides or inputs into any
<br />website, software or module in connection with any Services. City Content excludes any
<br />content in the public domain; and any content owned or licensed by Consultant, whether in
<br />connection with providing Services or otherwise.
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<br />Upon completion of the Project Development, City will assume full responsibility for City
<br />Content maintenance and administration. City, not Consultant, shall have sole
<br />responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and
<br />intellectual property ownership or right to use of all City Content. City hereby grants
<br />Consultant a worldwide, non-exclusive right and license to reproduce, distribute and
<br />display the City Content as necessary to provide the Services. City represents and
<br />warrants that City owns all City Content or that City has permission from the rightful owner
<br />to use each of the elements of City Content; and that City has all rights necessary for
<br />Consultant to use the City Content in connection with providing the Services.
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<br />At any time during the term, City will have the ability to download the City Content and
<br />export the City Content through the Services. City may request Consultant to perform the
<br />export of City Content and provide the City Content to City in a commonly used format at
<br />any time, for a fee to be quoted at time of request and approved by City. Upon termination
<br />of the Agreement for any reason, whether or not City has retrieved or requested the City
<br />data or Content, Consultant reserves the right to permanently and definitively delete the
<br />City Content data held in the Services sixty (60) days following termination of the
<br />Agreement . During the sixty (60) day period following termination of the Agreement, City
<br />will have access to the Services so far as it is necessary to retrieve all City Content, and
<br />City may alternatively request Consultant retrieve and provide City Content in a manner
<br />acceptable to City for a one-time fee not to exceed $300.00.
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<br />Intellectual Property in the software or other original works created by or licensed to
<br />Consultant, including all source code, documents, and materials used in the Services
<br />(“Consultant Property”) will remain the property of Consultant. Consultant Property
<br />specifically excludes City Content. City shall not (i) license, sublicense, sell, resell,
<br />reproduce, transfer, assign, distribute or otherwise commercially exploit or make available
<br />to any third party any Consultant Property in any way, except as specifically provided in
<br />the applicable SOW; (ii) adapt, alter, modify or make derivative works based upon any
<br />Consultant Property; (iii) create internet “links” to the Consultant Property software or
<br />DocuSign Envelope ID: E99D2A46-2E56-4E25-BA13-EFF4879851FC
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